Prospectus VRINGO INC - 8-3-2012 by VRIN-Agreements

VIEWS: 41 PAGES: 59

									PROSPECTUS                                                                                                     Filed Pursuant to Rule 424(b)(2)
                                                                                                                   Registration No. 333-182823
                                                                VRINGO, INC.

                                                                  $100,000,000

                                                             COMMON STOCK
                                                            PREFERRED STOCK
                                                             DEBT SECURITIES
                                                               WARRANTS
                                                                 RIGHTS
                                                          PURCHASE CONTRACTS
                                                                  UNITS



         This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering,
up to $100,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer common
stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion of or exchange for the
preferred stock; common stock, preferred stock or debt securities upon the exercise of warrants, rights or performance of purchase contracts; or
any combination of these securities upon the performance of purchase contracts.

         This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We
will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also
describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this
document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this
prospectus or any prospectus supplement, carefully before you invest.

          Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers.
For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the
applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus
is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will
be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale
will also be set forth in a prospectus supplement.



         Our common stock is listed on the NYSE MKT under the symbol “VRNG.” On August 2, 2012, the last reported sale price of our
common stock was $3.16 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if
any, on the NYSE MKT or any securities market or other securities exchange of the securities covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.



          Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should
consider carefully the risks that we have described on page 4 of this prospectus under the caption “Risk Factors.” We may include
specific risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to sell our
securities unless accompanied by a prospectus supplement.



         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



                                                  The date of this prospectus is August 2, 2012.
                                       TABLE OF CONTENTS

                                                           Page

ABOUT THIS PROSPECTUS                                         1

PROSPECTUS SUMMARY                                            2

RISK FACTORS                                                  7

RATIO OF EARNINGS TO FIXED CHARGES                           20

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS            20

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION       21

USE OF PROCEEDS                                              21

PLAN OF DISTRIBUTION                                         21

DESCRIPTION OF CAPITAL STOCK                                 22

DESCRIPTION OF DEBT SECURITIES                               24

DESCRIPTION OF WARRANTS                                      29

DESCRIPTION OF RIGHTS                                        30

DESCRIPTION OF PURCHASE CONTRACTS                            31

DESCRIPTION OF UNITS                                         32

LEGAL MATTERS                                                33

EXPERTS                                                      33

WHERE YOU CAN FIND MORE INFORMATION                          33

INCORPORATION OF INFORMATION BY REFERENCE                    34
                                                         ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this shelf registration process, we may offer shares of our common stock and preferred stock, various series
of debt securities and/or warrants, rights or purchase contracts to purchase any of such securities, either individually or in units, in one or more
offerings, with a total value of up to $100,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering.

          This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of
the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add,
update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a
security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable
prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to the
offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the information
and documents incorporated herein by reference and the additional information under the heading “Where You Can Find More Information”
before making an investment decision.

         You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus
supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this
prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated
by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only
the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the
information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any
information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of
the time of delivery of this prospectus or any sale of a security.

         We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when
made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our
affairs.

         This prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the
extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the
document with the most recent date will control.

         Unless the context otherwise requires, “Vringo,” “the Company,” “we,” “us,” “our” and similar terms refer to Vringo, Inc. and our
subsidiaries prior to the merger described below and also include Innovate/Protect, Inc. and its subsidiaries following the merger described
below. Unless stated or the context otherwise requires, references in this prospectus to “Innovate/Protect” refer to Innovate/Protect, Inc. and its
subsidiaries.

         References to “the merger” refer to the transaction consummated on July 19, 2012, by which Innovate/Protect merged with and into a
wholly-owned subsidiary of Vringo, which was renamed Innovate/Protect, Inc. Information about the merger is included in our Current Report
on Form 8-K filed with the Commission on July 20, 2012 and incorporated by reference herein. See “Where You Can Find More Information”
and “Incorporation of Information by Reference.”
                                                          PROSPECTUS SUMMARY

         The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities
under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the
consolidated financial statements and other information incorporated by reference from our other filings with the SEC or included in any
applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any
prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and
any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk
factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in
our securities.

Our Business Strategy

         We intend to attempt to maximize the economic benefits of our intellectual property portfolio, add significant talent in technological
innovation, and potentially enhance our opportunities for revenue generation through the monetization of our assets, including patents owned
by Innovate/Protect and the outcome of the litigation against online search companies.

          We expect to undergo changes in connection with the Merger with Innovate/Protect, Inc. as described below. Prior to the Merger,
Vringo was engaged in developing software platforms and applications for mobile devices and Innovate/Protect’s business was to maximize,
for inventors and investors, the economic benefits of intellectual property assets through acquiring or internally developing patents or other
intellectual property assets. Following the Merger, we have enhanced technology capabilities to create, build and deliver mobile applications
and services to our handset and mobile operator partners as well as directly to consumers. We believe that the value of each company’s
intellectual property portfolio will be enhanced through the combined company’s ability to license and enforce its intellectual property rights.

         We will have two key areas of operation:

                 delivery and monetization of mobile social applications, and

                 maximization of the economic benefits of intellectual property.

         We have developed a platform for the distribution of mobile applications. We believe that our technology and business relationships
will allow us to distribute new applications and services through:

                           mobile operators,

                           handset makers, and

                           application storefronts.

          We intend to expand our intellectual property portfolio through both internal development and acquisition. We believe that our
experience and liquidity will enable us to expand our intellectual property portfolio as well as create additional intellectually property
internally. We intend to monetize our intellectual property through:

                           licensing,

                           strategic partnerships, and

                           litigation.

          We continue to actively seek to broaden our intellectual property portfolio. Our philosophy is to seek to acquire intellectual property
and technology. We are reviewing portfolio opportunities with a view toward acquiring those which we believe have potential for monetization
through licensing opportunities or enforcement. We are actively engaged in due diligence with respect to a number of patent and intellectual
property portfolios and are in advanced discussions as to the acquisition of several such portfolios. We will likely need to raise additional
capital to make any such acquisition. There is no assurance that we will succeed in acquiring any such portfolios, as to the terms of any such
acquisition or that we will successfully monetize any portfolio that we acquire.

Merger with Innovate/Protect
         On March 12, 2012, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VIP Merger Sub, Inc., a
Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), and Innovate/Protect, Inc., a Delaware corporation and an intellectual
property firm founded in 2011, whose wholly-owned subsidiary, I/P Engine, holds eight patents that were acquired from Lycos Inc.
(“Innovate/Protect”), pursuant to which Innovate/Protect merged with and into Merger Sub, with Merger Sub being the surviving corporation
renamed Innovate/Protect, Inc. (the “Surviving Corporation”) through an exchange of capital stock of Innovate/Protect for capital stock of
Vringo (the “Merger”). The Merger was approved by our stockholders at our annual meeting of stockholders held on July 19, 2012 and we
consummated the Merger on July 19, 2012.

          In connection with the Merger, we caused to be issued, as of the closing date, our securities to Innovate/Protect’s stockholders in
exchange for the capital stock owned by Innovate/Protect stockholders, as follows (the “Merger Consideration”): (i) an aggregate of 18,617,569
shares of our common stock, par value $0.01 per share, (ii) an aggregate of 6,673 shares of our Series A Preferred Stock, par value $0.01 per
share, convertible into an aggregate of 20,136,445 shares of common stock, (iii) an aggregate of 8,299,116 Series 1 warrants to purchase up to
an aggregate 8,299,116 shares of common stock, with an exercise price of $1.76 per share and expiring on July 19, 2017, and (iv) an aggregate
of 7,660,722 Series 2 warrants to purchase up to an aggregate of 7,660,722 shares of common stock, with an exercise price of $1.76 per share
and expiring on July 19, 2017. In addition, we assumed an option to purchase an aggregate of 41,178 shares of common stock at an exercise
price of $0.994 per share, in exchange for the outstanding and unexercised stock option to purchase shares of Innovate/Protect’s common stock.


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         As a result of the consummation of the Merger, as of the closing date, the former stockholders of Innovate/Protect own approximately
55.04% of the outstanding shares of our common stock (or 67.61% of the outstanding shares of our common stock calculated on a fully diluted
basis) and our stockholders prior to the Merger own approximately 44.96% of the outstanding shares of our common stock (or 32.39% of the
outstanding shares of our common stock calculated on a fully diluted basis) and a change of control may be deemed to have occurred.

          For accounting purposes, the Merger is treated as a “reverse acquisition” and Innovate/Protect is considered the accounting acquirer.
Accordingly, Innovate/Protect will be reflected as the predecessor and acquirer in our financial statements. Our financial statements will reflect
the historical financial statements of Innovate/Protect as our historical financial statements, except for the legal capital which will reflect
Vringo's legal capital (common stock).

          The financial statements appearing in our Annual Report on Form 10-K, and which are incorporated by reference in this document do
not reflect this adjustment, and include the historical financial information of Vringo. The Forms 8-K incorporated by reference herein include
both financial information of Innovate/Protect as well as pro forma information intended to show how the Merger might have affected
historical financial statements if the Merger had been completed on June 8, 2011, for the purposes of the statements of operations, and March
31, 2012, and December 31, 2011, for the purposes of the balance sheet.

About Vringo

          We provide a range of software products for mobile video entertainment, personalization and mobile social applications. Our
comprehensive software platforms include applications that allow users to: (i) create, download and share mobile video entertainment content
in the form of video ringtones for mobile phones, (ii) create social picture ringtone and ringback content in the form of animated slideshows
sourced from their friends’ social networks, (iii) create ReMixed video clips from artists and branded content, and (iv) utilize Fan Loyalty
mobile applications for contestant based reality TV shows. Our applications and services have been launched with ten carriers in eight markets.
The billing integrations that we have with these operators are of significant strategic value to our operations. In addition, we have deals in place
with two of the four largest handset makers in the world. We also believe that social network information and updates will be shared regularly
when friends regularly communicate by voice and by text. Our video ringtone solutions and other mobile social and video applications, which
encompass a suite of mobile and PC-based tools, enable users to create, download and share video and other social content with ease as part of
the normal communication process, and provide our business partners with a consumer-friendly and easy-to-integrate monetization platform.
While our current portfolio of applications and services represents what we believe to be cutting edge mobile technology that can work across
many operating systems, we recognize that the pace at which the mobile landscape is changing has increased and the two most dominant
operating systems are Google’s Android and Apple’s iOS. Moving forward, we intend to develop additional applications and services for these
two key operating systems, as well as other dominant smartphone operating systems that may emerge. We believe that we can leverage our
existing distribution and relationships to promote apps and services for these two operating systems.

         To date, we have developed four different mobile video, personalization and mobile social application platforms:

          •        Video Ringtones - our original product platform that allows users to create, download and share mobile entertainment
                   content in the form of video ringtones for mobile phones;

          •        Facetones - a visual ringtone experience based on social network pictures from a user’s friends;

          •        Video ReMix - an application that allows a user to create his or her own music video by tapping on a smartphone or tablet,
                   in partnership with music artists and brands; and

          •        Fan Loyalty - a platform that allows users to obtain video and video ringtones, view information on certain reality
                   television series and stars and vote for contestants.

        To develop these platforms, we have leveraged our existing technology, intellectual property and our extensive experience with
mobile video, personalization and social applications.

About Innovate/Protect, Inc.

          Innovate/Protect is the owner of patent assets acquired from Lycos (the “Lycos Patents”), one of the largest search engine websites of
its kind in the mid-late 1990s, with technologies that remain critical to current search platforms. In September 2011, Innovate/Protect through
its subsidiary, I/P Engine, initiated a patent infringement lawsuit in the United States District Court for the Eastern District of Virginia against
Google, Inc., AOL, Inc., IAC Search & Media, Inc., Gannett Company, Inc. and Target Corporation for unlawfully using systems that
incorporate features claimed in two patents owned by I/P Engine. The patents relate to relevance search technology that is used in the search
engine industry to produce better search results, and has also become the dominant technology used in search advertising to position
high-quality advertisements. Through the strategic combination with Innovate/Protect, we expect to substantially increase our intellectual
property portfolio, add significant talent in technological innovation, and be positioned to potentially enhance our opportunities for revenue
generation through the monetization of the combined company’s assets.

 Innovate/Protect’s Initial Litigation

         As one of the means of realizing the value of the Lycos Patents, on September 15, 2011, Innovate/Protect initiated (through I/P
Engine) litigation in the United States District Court, Eastern District of Virginia, against AOL, Inc., Google, Inc., IAC Search & Media, Inc.,
Gannett Company, Inc., and Target Corporation for patent infringement regarding two of the Lycos Patents (U.S. Patent Nos. 6,314,420 and
6,775,664). The case number is 2:11 CV 512-RAJ/FBS, and is pending in the Norfolk Division.

         The court docket for the case, including the parties’ briefs, is publicly available on the Public Access to Court Electronic Records
website (“PACER”), www.pacer.gov , which is operated by the Administrative Office of the U.S. Courts.

         As described above, the asserted patents relate to relevance filtering technology used in the search engine industry to place high
quality advertisements in the best positions on websites and thereby maximizing the potential for generating substantial advertising revenue to
the website owner. In this lawsuit, Innovate/Protect alleges that the defendants have used, and continue to use, search and search advertising
systems that infringe upon Innovate/Protect’s relevant filtering patents. Innovate/Protect is seeking unspecified compensatory damages, past
and future, amounting to no less than reasonable royalties, and attorneys’ fees.

          The complaint states that the accused systems use the patented technology by filtering and presenting search and search advertising
results based on a combination of (i) an item’s content relevance to a search query; and (ii) click-through rates from prior users relative to that
item. For example, the complaint alleges that Google has adopted the patented technology with its use of Quality Score. Google’s search
advertising systems filter advertisements by using Quality Score, which is a combination of an advertisement’s content relevance to a search
query (e.g., the relevance of the keyword and the matched advertisement to the search query), and click-through rates from prior users relative
to that advertisement (e.g., the historical click-through rate of the keyword and matched advertisement).

         The complaint alleges that, after adopting the patented technology, Google’s market share significantly grew and its profits from
search advertising considerably outpaced those of other pay per click advertising providers. Google also allows third party publishers, for
example AOL, IAC, Target and Gannett Media, to display advertising search results in response to search queries made on the third party
websites.


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         On November 4, 2011, I/P Engine entered into a stipulation with all of the defendants, which provided, among other things, that: (i)
I/P Engine would provide the defendants with a preliminary identification of the asserted claims, and representative claim charts, (ii) the
defendants would provide an initial production of technical documents; and (iii) the defendants would not move or otherwise seek to transfer or
sever any party from the action, or otherwise assert that the Eastern District of Virginia is inconvenient for any reason.

         The defendants filed their answers to the complaint on November 14, 2011, and also asserted declaratory judgment counterclaims of
non-infringement and invalidity. On November 28, 2011, all defendants (except AOL, which asserted no such allegation) amended their
counterclaims to remove an allegation of unenforceability. On December 5, 2011, I/P Engine filed answers to AOL’s counterclaims. On
December 9, 2011, I/P Engine filed answers to the counterclaims of the remaining defendants.

         On February 15, 2012, the Court entered a scheduling order in the case setting the claim construction hearing for June 4, 2012 and trial
for October 16, 2012. The claim construction hearing is commonly referred to as a Markman hearing after the Supreme Court case that
explained the process by which courts must determine the meaning of particular terms or phrases with the claims asserted in the patent-in-suit.
The claims in a patent are what determine the scope of the patent’s right to exclude infringing technology. Each claim comprises a set of
limitations: specific terms or phrases that define the technology covered by the claim. The parties will apply that claim construction when
presenting the case to the jury.

         On March 15, 2012, Google submitted a request to the USPTO for ex parte reexamination of U.S. Patent No. 6,314,420, one of the
two patents-in-suit. The request was deposited on March 16, 2012 and was assigned Control No. 90/009,991. Innovate/Protect expected Google
to seek reexamination and believes this request is a standard and typical tactic used by defendants in patent litigation cases. The filing of a
request for reexamination is the first step in a process that ordinarily takes several years. On April 26, 2012, the USPTO vacated Google’s
request for ex parte reexamination for failing to follow to the requirements set forth in the USPTO’s regulations. On May 24, 2012, Google
submitted their request to the USPTO. This resubmission purports to address the issues identified by the USPTO. On July 18, 2012 the USPTO
issued a determination ordering a reexamination. Google’s request has not resulted in any delay of the dates set out in the Court's scheduling
order dated February 15, 2012.

         Discovery has commenced; the parties have served and responded to written discovery requests and have produced documents.
Further discovery, including depositions, is expected to occur in the next few months. Near the end of discovery, the parties will exchange
expert reports. Innovate/Protect expects that defendants will make several attempts to avoid trial.

         Within the Markman, or claim construction process, the court reviewed the parties competing definitions for specific terms within the
asserted claims. Both parties submitted two rounds of briefing to the court that provided arguments for their proposed definitions. The opening
claim construction briefs were filed on April 12, 2012, and the responsive claim construction briefs were filed on May 3, 2012. At the
Markman hearing on June 4, 2012, the court heard arguments from both sides in support of their positions. On June 15, 2012, the court issued a
Memorandum Opinion & Order providing binding definitions for the contested terms. The court’s definitions to the patent claims established
the boundary markings of the claimed technology and inform both parties’ expert reports and testimony as well as the parties’ arguments to the
jury. The court’s Memorandum Opinion & Order construing the contested terms is publicly available on the Public Access to Court Electronic
Records (PACER) electronic public access service at http://www.pacer.uscourts.gov/, and was also filed by Vringo with the Securities and
Exchange Commission.


                                                                       4
Corporate Information

           Vringo is headquartered in New York, New York and was incorporated in Delaware in 2006. Vringo’s principal offices are located at
44 West 28 th Street, Suite 1414, New York, New York 10001 and its telephone number is (646) 525-4319. Vringo’s principal website is
www.vringo.com . The information on or that can be accessed through Vringo’s website is not part of this prospectus. Vringo’s common stock
is listed on the NYSE MKT and trades under the symbol “VRNG.”

Offerings Under This Prospectus

          Under this prospectus, we may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants,
rights or purchase contracts to purchase any of such securities, either individually or in units, with a total value of up to $100,000,000, from
time to time at prices and on terms to be determined by market conditions at the time of the offering. This prospectus provides you with a
general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a
prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent
applicable:

             designation or classification;

             aggregate principal amount or aggregate offering price;

             maturity, if applicable;

             rates and times of payment of interest or dividends, if any;

             redemption, conversion or sinking fund terms, if any;

             voting or other rights, if any; and

             conversion or exercise prices, if any.

          The prospectus supplement also may add, update or change information contained in this prospectus or in documents we have
incorporated by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.


                                                                        5
          We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters,
reserve the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we
will include in the applicable prospectus supplement:

             the names of those agents or underwriters;

             applicable fees, discounts and commissions to be paid to them;

             details regarding over-allotment options, if any; and

             the net proceeds to us.

         This prospectus may not be used to consummate a sale of any securities unless it is accompanied by a prospectus supplement.


                                                                         6
                                                                  RISK FACTORS

      Investing in our securities involves significant risk. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors set forth below, together with all of the other information contained or incorporated by reference in this
prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our
most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our current reports
on Form 8-K on file with the SEC, all of which are incorporated herein by reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

      Risks Relating to the Merger

          The failure to integrate successfully the businesses of Vringo and Innovate/Protect in the expected timeframe could adversely
      affect the combined company’s future results following the completion of the Merger.

         The success of the Merger will depend, in large part, on the ability of the combined company to realize the anticipated benefits from
      combining the businesses of Vringo and Innovate/Protect.

         The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the
      combined company’s failure to achieve some or all of the anticipated benefits of the Merger.

             Potential difficulties that may be encountered in the integration process include the following:

         •      using the combined company’s cash and other assets efficiently to develop the business of the combined company;
         •      appropriately managing the liabilities of the combined company;
         •      potential unknown or currently unquantifiable liabilities associated with the Merger and the operations of the combined
                company;
         •      potential unknown and unforeseen expenses, delays or regulatory conditions associated with the Merger; and
         •      performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by
                completing the Merger and integrating the companies’ operations.

             We may not realize the potential value and benefits created by the Merger.

          The success of the Merger will depend, in part, on our ability to realize the expected potential value and benefits created from
      integrating Vringo’s existing business with Innovate/Protect’s business, which includes the maximization of the economic benefits of the
      combined company’s intellectual property portfolio. The integration process may be complex, costly, and time-consuming. The
      difficulties of integrating the operations of Innovate/Protect’s business could include, among others:

         •      failure to implement our business plan for the combined business;
         •      unanticipated issues in integrating the business of both companies;
         •      potential lost sales and customers if any customer of Vringo decides not to do business with us after the Merger;
         •      loss of key employees with knowledge of Vringo’s historical business and operations;
         •      unanticipated changes in applicable laws and regulations; and
         •      other unanticipated issues, expenses, or liabilities that could impact, among other things, our ability to realize any expected
                benefits on a timely basis, or at all.

          We may not accomplish the integration of Vringo’s and Innovate/Protect’s businesses smoothly, successfully, or within the
      anticipated costs or time frame. The diversion of the attention of management from our current operations to the integration effort and
      any difficulties encountered in combining businesses could prevent us from realizing the full expected potential value and benefits to
      result from the Merger and could adversely affect our business. In addition, the integration efforts could divert the focus and resources of
      our management from other strategic opportunities and operational matters during the integration process.

         We will be dependent on certain key personnel, and the loss of these key personnel could have a material adverse effect on
      our business, financial condition and results of operations.

          Our success and future prospects largely depend on the skills, experience and efforts of our key personnel, including Andrew D.
      Perlman, our Chief Executive Officer, and Andrew Kennedy Lang, our Chief Technology Officer and President. The loss of Messrs.
      Perlman or Lang or other executives of our company, or our failure to retain other key personnel, would jeopardize our ability to execute
      our strategic plan and materially harm our business.
7
   The Merger resulted in changes to our board of directors and we may pursue different strategies than either Vringo or
Innovate/Protect may have pursued independently.

    The composition of our board of directors has changed in accordance with the Merger Agreement. Following the completion of the
Merger, our board of directors now consists of seven members, including Seth M. Siegel, as Chairman, Andrew D. Perlman, John
Engelman, Andrew Kennedy Lang, Alexander R. Berger, Donald E. Stout and H. Van Sinclair. Currently, it is anticipated that we will
maximize the economic benefits of our intellectual property portfolio, add significant talent in technological innovation and potentially
enhance our opportunities for revenue generation through the monetization of our company’s assets. However, because the composition
of our board of directors will consist of directors from both Vringo and Innovate/Protect, we may determine to pursue certain business
strategies that neither Vringo nor Innovate/Protect would have pursued independently.

    Ownership of our common stock may be highly concentrated, and it may prevent you and other stockholders from
influencing significant corporate decisions and may result in conflicts of interest that could cause our stock price to decline.

    After giving effect to the Merger, our executive officers and directors beneficially own or control approximately 38.4% of our
company. Accordingly, these executive officers and directors, acting individually or as a group, will have substantial influence over the
outcome of a corporate action requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all
or substantially all of our assets or any other significant corporate transaction. These stockholders may also exert influence in delaying or
preventing a change in control of our company, even if such change in control would benefit our other stockholders. In addition, the
significant concentration of stock ownership may adversely affect the market value of our common stock due to investors’ perception
that conflicts of interest may exist or arise.

    Our success will depend in part on relationships with third parties, which relationships may be affected by third-party
preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect our business,
financial condition, or results of operations.

    Our success will be dependent on our ability to maintain and renew the business relationships of both Vringo and Innovate/Protect
and to establish new business relationships. There can be no assurance that our management will be able to maintain such business
relationships, or enter into or maintain new business contracts and other business relationships, on acceptable terms, if at all. The failure
to maintain important business relationships could have a material adverse effect on our business, financial condition, or results of
operations.

  Our future results may differ materially from the unaudited pro forma financial statements presented in connection with the
Merger and the financial forecasts prepared by Vringo and Innovate/Protect in connection with discussions concerning the
Merger.

    Our future results may be materially different from those shown in the unaudited pro forma combined financial statements prepared
in connection with the Merger, which show only a combination of the historical results of Vringo and Innovate/Protect prepared by
Vringo and Innovate/Protect in connection with discussions concerning the Merger. We expect to incur significant costs associated with
the completion of the Merger and combining the operations of the two companies. The exact magnitude of these costs are not yet known,
but are estimated to be approximately $0.9 million. Furthermore, these costs may decrease the capital that we could use for continued
development of our business in the future or may cause us to seek to raise new capital sooner than expected.

  We will require additional capital to support our present business plan and our anticipated business growth, and such capital
may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

    Based on our current operating plans, the current resources of the combined company, together with existing funding commitments,
are expected to be sufficient to fund its planned operations at least for the coming twelve months. We may need to raise additional funds
in connection with any acquisitions of patent portfolios or other intellectual property assets that we pursue. Any such financing that we
undertake will likely be dilutive to Vringo’s current stockholders.


                                                                  8
     On June 1, 2012, Hudson Bay committed, subject to the terms and conditions of a commitment letter agreement, that, at any time
within 18 months following the closing of the Merger and upon the request of Innovate/Protect, it, or, at its election, one or more of its
affiliated funds or entities shall provide debt financing to Innovate/Protect in the aggregate principal amount of up to $6,000,000.
Hudson Bay’s commitment shall be reduced, on a dollar for dollar basis, by (i) any cash or capital raised by any of the Vringo entities,
including, without limitation, through the issuance of any debt, equity and/or securities convertible, exercisable or exchangeable into
equity of any of the Vringo entities or the incurrence of indebtedness by any of the Vringo entities and (ii) any cash received by any
Vringo entity in connection with the exercise of any of its outstanding warrants. Any such financing provided under such facility will be
in the form of senior secured notes at an interest rate of the greater of (i) LIBOR plus 300 basis points and (ii) 8% per annum with a
maturity of seven years after issuance. In addition, both Innovate/Protect and the holder of the notes will be able to require redemption of
all or any portion of the Notes at any time after 18 months following the consummation of the Merger, subject to an interest make-whole
through maturity. In addition to other covenants to be mutually agreed between Innovate/Protect and Hudson Bay, the Vringo entities
will not spend cash during any calendar quarter while any notes are outstanding at a rate greater than the amount specified in the capital
budget of Vringo and its subsidiaries, prepared on a combined basis, agreed to by Hudson Bay, without the prior written consent of
Hudson Bay. The obligations of Hudson Bay or any of its affiliated funds under the commitment letter agreement will be subject to
certain conditions set forth in the commitment letter agreement and will terminate as described below. Such obligations, when incurred,
will be guaranteed by each of the Vringo entities and secured by a first priority lien on all assets of the Vringo entities. Although the
combined company has access to up to $6,000,000 of financing under this facility if it meets the conditions to the commitment, it intends
not to draw down any amounts under this facility and instead will attempt to raise additional capital through equity or equity-linked
financings as well as through the exercise of its outstanding warrants.

    We intend to continue to make investments to support our business growth, including patent or other intellectual property asset
creation. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing
operating expenses, protecting our assets, satisfying debt payment obligations, developing new lines of business and enhancing our
operating infrastructure. While we will need to seek additional funding, we may not be able to obtain financing on acceptable terms, or
at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may
also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate arrangements
on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate
some or all of our business plans.

    In addition, the rights of the holders of Vringo preferred stock could adversely affect the combined company’s ability to raise
additional funds, in particular, because the Vringo preferred stock contains a covenant prohibiting Vringo, for a period of 18 months
following the closing, from incurring indebtedness senior to the Vringo preferred stock in excess of $6 million in the aggregate
(including the then outstanding principal amount of existing Innovate/Protect indebtedness); provided, that, this covenant shall not apply
to indebtedness secured by assets of Vringo acquired after the closing in which the lender expressly subordinates to the holder of the
Vringo preferred stock. As of June 30, 2012, the indebtedness of Vringo and Innovate/Protect were zero and $3.2 million, respectively.
Therefore, following the consummation of the Merger, Vringo may incur up to $2.8 million of debt senior to the Vringo preferred stock
without violating the provisions of the Vringo preferred stock (in addition to any amounts up to $6,000,000 that may be drawn down by
Innovate/Protect under the Hudson Bay debt facility).

   Our business and financial condition could be constrained by the debt incurred in connection with the Merger.

     On July 19, 2012, in connection with the consummation of the Merger and in accordance with the Merger Agreement, Vringo
entered into an Amended and Restated Pledge and Security Agreement and an Amended and Restated Guaranty with each of its
subsidiaries to guaranty the obligations of Innovate/Protect under that certain Amended and Restated Senior Secured Promissory Note
(the “Secured Note”), dated July 19, 2012, by and between Innovate/Protect and Hudson Bay. As of the Closing Date, the outstanding
balance under the Secured Note was $3.2 million. The Secured Note accrues interest at 0.46% per annum and matures on June 22, 2013.
From and after the date upon which (i) Vringo and its subsidiaries have more than $15,000,000 in the aggregate of cash and cash
equivalents, Hudson Bay may require Vringo to redeem up to 50% of the outstanding principal amount of the Secured Note, (ii) Vringo
and its subsidiaries have more than $20,000,000 in the aggregate of cash and cash equivalents, Hudson Bay may require Vringo to
redeem up to 100% of the outstanding principal of the Secured Note, and (iii) Vringo and its subsidiaries receive proceeds in excess of
$500,000 in the aggregate from the issuance of any equity or indebtedness, Hudson Bay may require Vringo to redeem the outstanding
principal under the note in an amount equal to up to 20% of the proceeds of the issuance of any such equity or indebtedness. In addition,
the Secured Note provides that in the event of a change of control, Hudson Bay may require Vringo to redeem all or any portion of the
Secured Note at a price in cash equal to 125% of the amount redeemed. Innovate/Protect has granted Hudson Bay a security interest in
all of its tangible and intangible personal property (including the Lycos’s patents) to secure its obligations under the Secured Note. In
connection with the Merger, Vringo assumed the Secured Note and guarantied the obligations thereunder.


                                                                  9
    In addition, on June 1, 2012, Hudson Bay committed, subject to the terms and conditions of a commitment letter agreement, that, at
any time within 18 months following the closing of the Merger and upon the request of Innovate/Protect, it or, at its election, one or
more of its affiliated funds or entities shall provide debt financing to Innovate/Protect in the aggregate principal amount of up to
$6,000,000. Hudson Bay’s commitment shall be reduced, on a dollar for dollar basis, as described above. Any such financing provided
under such facility will be in the form of senior secured notes at an interest rate of the greater of (i) LIBOR plus 300 basis points and (ii)
8% per annum with a maturity of seven years after issuance. In addition, both Innovate/Protect and the holder of the notes will be able to
require redemption of all or any portion of the Notes at any time after 18 months following the consummation of the Merger, subject to
an interest make-whole through maturity. In addition to other covenants to be mutually agreed between Innovate/Protect and Hudson
Bay, the Vringo entities will not spend cash during any calendar quarter while any notes are outstanding at a rate greater than the amount
specified in the capital budget of Vringo and its subsidiaries, prepared on a combined basis, agreed to by Hudson Bay, without the prior
written consent of Hudson Bay. The obligations of Hudson Bay or any of its affiliated funds under the commitment letter agreement will
be subject to certain conditions set forth in the commitment letter agreement and will terminate automatically and immediately upon the
earlier to occur of (a) the termination of the Merger Agreement pursuant to its terms, (b) any default under or acceleration prior to
maturity of any indebtedness of any Vringo entity, (c) the failure of any Vringo entity to satisfy any of the conditions set forth in the
commitment letter agreement, (d) any event, which, if occurring prior to the closing of the Merger, would have resulted in the failure of
the conditions set forth in Section 6.2(f) (Litigation) and 6.2(j) (Patents) of the Merger Agreement to be satisfied, (e) upon written notice
to terminate the commitment letter agreement delivered by Innovate/Protect to Hudson Bay or (f) 18 months after the consummation of
the Merger.

    In connection with the Merger, Vringo guaranteed the senior secured note and any financing drawn down under new facility. This
could have a material adverse effect on our financial condition following the Merger, including limiting our ability to incur additional
indebtedness, limiting our available funds for future operations and making us vulnerable to economic or industry downturns.

   The price of our common stock following the Merger may be affected by factors different from those previously affecting the
shares of Vringo.

    Upon completion of the Merger, holders of Innovate/Protect capital stock became holders of Vringo common stock and preferred
stock. The business of Vringo differs from the business of Innovate/Protect and, accordingly, our results of operations and the trading
price of our common stock following the completion of the Merger may be significantly affected by factors different from those
previously affecting the independent results of operations of Vringo because the combined company will be conducting activities not
undertaken by Vringo prior to the completion of the Merger.

   Material weaknesses may exist when we report on the effectiveness of our internal control over financial reporting for
purposes of our reporting requirements.

    Prior to the Merger, Innovate/Protect was not subject to most provisions of Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
Therefore, Innovate/Protect’s management and independent registered public accounting firm did not perform an evaluation of
Innovate/Protect’s internal control over financial reporting as of December 31, 2011 in accordance with the provisions of
Sarbanes-Oxley. Following the completion of the Merger, we will be required to provide management’s report on internal control over
financial reporting in our Annual Report on Form 10-K for the year ending December 31, 2012, as required by Section 404 of
Sarbanes-Oxley. Material weaknesses may exist when we report on the effectiveness of our internal control over financial reporting for
purposes of our reporting requirements under the Exchange Act or Section 404 of Sarbanes-Oxley. The existence of one or more
material weaknesses would preclude a conclusion that we maintain effective internal control over financial reporting. Such a conclusion
would be required to be disclosed in our future Annual Reports on Form 10-K and could impact the accuracy and timing of our financial
reporting and the reliability of our internal control over financial reporting, which could harm our reputation and cause the market price
of our common stock to drop.

   We do not expect to pay cash dividends on our common stock.

   We anticipate that the combined company will retain its earnings, if any, for future growth and therefore do not anticipate paying
cash dividends on our common stock in the future. Investors seeking cash dividends should not invest in our common stock for that
purpose.

    Anti-takeover provisions in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board
of directors or current management and could make a third-party acquisition of our company difficult.

   Our certificate of incorporation and bylaws contains provisions that may discourage, delay or prevent a merger, acquisition or other
change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a
premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of our
common stock.

Risks Related to Innovate/Protect’s Business

      Innovate/Protect’s limited operating history makes it difficult to evaluate its current business and future prospects.

    Innovate/Protect is a development stage company and has generated no revenue to date and has only incurred expenses.
Innovate/Protect was incorporated in June 2011, at which time it acquired its first and only patent assets. To date, Innovate/Protect’s
business has consisted entirely of prosecution of the Litigation. Innovate/Protect’s efforts to license existing patents and develop new
patents are still in development. Therefore, Innovate/Protect not only has a very limited operating history, but also a very limited track
record in executing its business model which includes, among other things, creating, prosecuting, licensing, litigating or otherwise
monetizing its patent assets. Innovate/Protect limited operating history makes it difficult to evaluate its current business model and future
prospects.

   In light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development
with no operating history, there is a significant risk that Innovate/Protect will not be able to:

  •      implement or execute its current business plan, or demonstrate that its business plan is sound; and/or
  •      raise sufficient funds in the capital markets to effectuate its business plan.

      If Innovate/Protect cannot execute any one of the foregoing or similar matters relating to its operations, its business may fail.

    Innovate/Protect is presently reliant exclusively on the patent assets it acquired at its formation. If Innovate/Protect is unable
to license or otherwise monetize such assets and generate revenue and profit through those assets or by other means, there is a
significant risk that Innovate/Protect’s business would fail.

    At Innovate/Protect’s formation in June 2011, Innovate/Protect acquired a portfolio of patent assets from Lycos that Innovate/Protect
plans to license or otherwise monetize. If Innovate/Protect’s efforts to generate revenue from such assets fail, Innovate/Protect will have
incurred significant losses and may be unable to acquire additional assets. If this occurs, Innovate/Protect’s business would likely fail.

    Innovate/Protect has commenced legal proceedings against the owners of certain online search engines and other companies,
and Innovate/Protect expects such litigation to be time-consuming and costly, which may adversely affect Innovate/Protect’s
financial condition and its ability to operate its business.

    To license or otherwise monetize the patent assets Innovate/Protect acquired from Lycos, Innovate/Protect has commenced legal
proceedings against the owners of online search engines and other companies (including AOL, Inc., Google, Inc., IAC Search & Media,
Inc., Gannett Company, Inc., and Target Corporation) pursuant to which Innovate/Protect alleges that such companies infringe on one or
more of Innovate/Protect’s patents. Innovate/Protect’s viability is highly dependent on the outcome of this litigation, and there is a risk
that Innovate/Protect may be unable to achieve the results it desires from such litigation, which failure would harm Innovate/Protect’s
business to a great degree. In addition, the defendants in this litigation are much larger than Innovate/Protect and have substantially more
resources than Innovate/Protect does, which could make Innovate/Protect’s litigation efforts more difficult.


                                                                    10
     Innovate/Protect anticipates that these legal proceedings may continue for several years and may require significant expenditures for
legal fees and other expenses. Disputes regarding the assertion of patents and other intellectual property rights are highly complex and
technical. Once initiated, Innovate/Protect may be forced to litigate against others to enforce or defend Innovate/Protect’s intellectual
property rights or to determine the validity and scope of other parties’ proprietary rights. The defendants or other third parties involved
in the lawsuits in which Innovate/Protect is involved may allege defenses and/or file counterclaims in an effort to avoid or limit liability
and damages for patent infringement. If such defenses or counterclaims are successful, they may preclude Innovate/Protect’s ability to
derive licensing revenue from the patents. A negative outcome of any such litigation, or one or more claims contained within any such
litigation, could materially and adversely impact Innovate/Protect’s business. Additionally, Innovate/Protect anticipates that its legal fees
and other expenses will be material and will negatively impact Innovate/Protect’s financial condition and results of operations and may
result in its inability to continue its business. Innovate/Protect estimates that its legal fees over the next twelve months will be
approximately $2.9 million. Expenses thereafter are dependent on the outcome of the Litigation; in the event the case is appealed, legal
fees over the course of the subsequent twelve months would be approximately $1.2 million. Innovate/Protect’s failure to monetize its
patent assets would significantly harm its business.

    While Innovate/Protect believes that the patents acquired from Lycos are infringed by the defendants in the litigation, there
is a risk that a court will find the patents invalid, not infringed or unenforceable and/or that the U.S. Patent Office will either
invalidate the patents or materially narrow the scope of their claims during the course of a re-examination. In addition, even
with a positive trial court verdict, the patent may be invalidated, found not infringed or rendered unenforceable on appeal. This
risk may occur either presently in Innovate/Protect’s initial litigation or from time to time in connection with future litigations
Innovate/Protect may bring. If this were to occur, it would have a material adverse effect on the viability of its company and its
operations.

     Innovate/Protect believes that certain online search engines infringe on at least two of its patents, but recognizes that obtaining and
collecting a judgment against such infringers may be difficult or impossible. Patent litigation is inherently risky and the outcome is
uncertain. Some of the parties Innovate/Protect believes infringe on Innovate/Protect’s patents are large and well-financed companies
with substantially greater resources than Innovate/Protect. Innovate/Protect believes that these parties would devote a substantial amount
of resources in an attempt to avoid or limit a finding that they are liable for infringing Innovate/Protect’s patents or, in the event liability
is found, to avoid or limit the amount of associated damages. In addition there is a risk that these parties may file re-examinations or
other proceedings with the USPTO or other government agencies in an attempt to invalidate, narrow the scope or render unenforceable
the patents Innovate/Protect acquired from Lycos.

    At this time, Innovate/Protect cannot predict the outcome of such potential litigation or administrative action, and if Innovate/Protect
is unsuccessful in its litigation efforts for any reason, Innovate/Protect’s business would be significantly harmed.

    Moreover, in connection with any of Innovate/Protect’s present or future patent enforcement actions, it is possible that a defendant
may request and/or a court may rule that Innovate/Protect has violated statutory authority, regulatory authority, federal rules, local court
rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may
issue monetary sanctions against Innovate/Protect or its operating subsidiaries or award attorneys’ fees and/or expenses to one or more
defendants, which could be material, and if Innovate/Protect or its subsidiaries are required to pay such monetary sanctions, attorneys’
fees and/or expenses, such payment could materially harm Innovate/Protect’s operating results and its financial position.

    In addition, it is difficult in general to predict the outcome of patent enforcement litigation at the trial level. There is a higher rate of
appeals in patent enforcement litigation than more standard business litigation. Such appeals are expensive and time-consuming, and the
outcomes of such appeals are sometimes unpredictable, resulting in increased costs and reduced or delayed revenue.

    Finally, Innovate/Protect believes that the more prevalent patent enforcement actions become, the more difficult it will be for
Innovate/Protect to license its patents without engaging in litigation. As a result, Innovate/Protect may need to increase the number of its
patent enforcement actions to cause infringing companies to license the patent or pay damages for lost royalties. This will adversely
affect Innovate/Protect’s operating results due to the high costs of litigation and the uncertainty of the results.


                                                                   11
    Innovate/Protect may seek to internally develop additional new inventions and intellectual property, which would take time
and would be costly. Moreover, the failure to obtain or maintain intellectual property rights for such inventions would lead to
the loss of Innovate/Protect’s investments in such activities.

    Members of our management team have significant experience as inventors. As such, part of Innovate/Protect’s business may
include the internal development of new inventions or intellectual property that Innovate/Protect will seek to monetize. However, this
aspect of Innovate/Protect’s business would likely require significant capital and would take time to achieve. Such activities could also
distract our management team from its present business initiatives, which could have a material and adverse effect on Innovate/Protect’s
business. There is also the risk that Innovate/Protect’s initiatives in this regard would not yield any viable new inventions or technology,
which would lead to a loss of Innovate/Protect’s investments in time and resources in such activities.

    In addition, even if Innovate/Protect is able to internally develop new inventions, in order for those inventions to be viable and to
compete effectively, Innovate/Protect would need to develop and maintain, and it would heavily rely on, a proprietary position with
respect to such inventions and intellectual property. However, there are significant risks associated with any such intellectual property
Innovate/Protect may develop principally including the following:

  •    patent applications Innovate/Protect may file may not result in issued patents or may take longer than Innovate/Protect expects to
       result in issued patents;
  •    Innovate/Protect may be subject to interference proceedings;
  •    Innovate/Protect may be subject to opposition proceedings in the U.S. or foreign countries;
  •    any patents that are issued to Innovate/Protect may not provide meaningful protection;
  •    Innovate/Protect may not be able to develop additional proprietary technologies that are patentable;
  •    other companies may challenge patents issued to Innovate/Protect;
  •    other companies may have independently developed and/or patented (or may in the future independently develop and patent)
       similar or alternative technologies, or duplicate Innovate/Protect’s technologies;
  •    other companies may design around technologies Innovate/Protect has developed; and
  •    enforcement of Innovate/Protect’s patents would be complex, uncertain and very expensive.

    Innovate/Protect cannot be certain that patents will be issued as a result of any future applications, or that any of Innovate/Protect’s
patents, once issued, will provide Innovate/Protect with adequate protection from competing products. For example, issued patents may
be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope. In addition, since publication of discoveries in
scientific or patent literature often lags behind actual discoveries, Innovate/Protect cannot be certain that it will be the first to make its
additional new inventions or to file patent applications covering those inventions. It is also possible that others may have or may obtain
issued patents that could prevent Innovate/Protect from commercializing Innovate/Protect’s products or require Innovate/Protect to
obtain licenses requiring the payment of significant fees or royalties in order to enable Innovate/Protect to conduct its business. As to
those patents that Innovate/Protect may license or otherwise monetize, Innovate/Protect’s rights will depend on maintaining its
obligations to the licensor under the applicable license agreement, and Innovate/Protect may be unable to do so. Innovate/Protect’s
failure to obtain or maintain intellectual property rights for Innovate/Protect’s inventions would lead to the loss Innovate/Protect’s
investments in such activities, which would have a material and adverse effect on Innovate/Protect’s company.

    Moreover, patent application delays could cause delays in recognizing revenue from Innovate/Protect’s internally generated patents
and could cause Innovate/Protect to miss opportunities to license patents before other competing technologies are developed or
introduced into the market.

   New legislation, regulations or court rulings related to enforcing patents could harm Innovate/Protect’s business and
operating results.

    If Congress, the United States Patent and Trademark Office or courts implement new legislation, regulations or rulings that impact
the patent enforcement process or the rights of patent holders, these changes could negatively affect Innovate/Protect’s business model.
For example, limitations on the ability to bring patent enforcement claims, limitations on potential liability for patent infringement,
lower evidentiary standards for invalidating patents, increases in the cost to resolve patent disputes and other similar developments could
negatively affect Innovate/Protect’s ability to assert its patent or other intellectual property rights.

    In addition, on September 16, 2011, the Leahy-Smith America Invents Act (or the Leahy-Smith Act), was signed into law. The
Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the
way patent applications will be prosecuted and may also affect patent litigation. The U.S. Patent Office is currently developing
regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law
associated with the Leahy-Smith Act will not become effective until one year or 18 months after its enactment. Accordingly, it is too
early to tell what, if any, impact the Leahy-Smith Act will have on the operation of Innovate/Protect’s business. However, the
Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of patent applications
and the enforcement or defense of Innovate/Protect’s issued patents, all of which could have a material adverse effect on
Innovate/Protect’s business and financial condition.


                                                               12
    Further, and in general, it is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be
proposed, or whether any of the proposals will become enacted as laws. Compliance with any new or existing laws or regulations could
be difficult and expensive, affect the manner in which Innovate/Protect conducts its business and negatively impact Innovate/Protect’s
business, prospects, financial condition and results of operations.

   Innovate/Protect’s acquisitions of patent assets may be time consuming, complex and costly, which could adversely affect
Innovate/Protect’s operating results.

    Acquisitions of patent or other intellectual property assets, which are and will be critical to Innovate/Protect’s business plan, are
often time consuming, complex and costly to consummate. Innovate/Protect may utilize many different transaction structures in its
acquisitions and the terms of such acquisition agreements tend to be heavily negotiated. As a result, Innovate/Protect expects to incur
significant operating expenses and will likely be required to raise capital during the negotiations even if the acquisition is ultimately not
consummated. Even if Innovate/Protect is able to acquire particular patent assets, there is no guarantee that Innovate/Protect will
generate sufficient revenue related to those patent assets to offset the acquisition costs. While Innovate/Protect will seek to conduct
confirmatory due diligence on the patent assets Innovate/Protect is considering for acquisition, Innovate/Protect may acquire patent
assets from a seller who does not have proper title to those assets. In those cases, Innovate/Protect may be required to spend significant
resources to defend Innovate/Protect’s interest in the patent assets and, if Innovate/Protect is not successful, its acquisition may be
invalid, in which case Innovate/Protect could lose part or all of its investment in the assets.

    Innovate/Protect may also identify patent or other intellectual property assets that cost more than Innovate/Protect is prepared to
spend with its own capital resources. Innovate/Protect may incur significant costs to organize and negotiate a structured acquisition that
does not ultimately result in an acquisition of any patent assets or, if consummated, proves to be unprofitable for Innovate/Protect. These
higher costs could adversely affect Innovate/Protect’s operating results, and if Innovate/Protect incurs losses, the value of its securities
will decline.

    In addition, Innovate/Protect may acquire patents and technologies that are in the early stages of adoption in the commercial,
industrial and consumer markets. Demand for some of these technologies will likely be untested and may be subject to fluctuation based
upon the rate at which Innovate/Protect’s licensees will adopt its patents and technologies in their products and services. As a result,
there can be no assurance as to whether technologies Innovate/Protect acquires or develops will have value that it can monetize.

    In certain acquisitions of patent assets, Innovate/Protect may seek to defer payment or finance a portion of the acquisition
price. This approach may put Innovate/Protect at a competitive disadvantage and could result in harm to Innovate/Protect’s
business.

    Innovate/Protect has limited capital and may seek to negotiate acquisitions of patent or other intellectual property assets where
Innovate/Protect can defer payments or finance a portion of the acquisition price. These types of debt financing or deferred payment
arrangements may not be as attractive to sellers of patent assets as receiving the full purchase price for those assets in cash at the closing
of the acquisition. As a result, Innovate/Protect might not compete effectively against other companies in the market for acquiring patent
assets, many of whom have greater cash resources than Innovate/Protect has. In addition, any failure to satisfy Innovate/Protect’s debt
repayment obligations may result in adverse consequences to its operating results.

   Any failure to maintain or protect Innovate/Protect’s patent assets or other intellectual property rights could significantly
impair its return on investment from such assets and harm Innovate/Protect’s brand, its business and its operating results.

   Innovate/Protect’s ability to operate its business and compete in the intellectual property market largely depends on the superiority,
uniqueness and value of Innovate/Protect’s acquired patent assets and other intellectual property. To protect Innovate/Protect’s
proprietary rights, Innovate/Protect relies on and will rely on a combination of patent, trademark, copyright and trade secret laws,
confidentiality agreements with its employees and third parties, and protective contractual provisions. No assurances can be given that
any of the measures Innovate/Protect undertakes to protect and maintain its assets will have any measure of success.

    Following the acquisition of patent assets, Innovate/Protect will likely be required to spend significant time and resources to maintain
the effectiveness of those assets by paying maintenance fees and making filings with the United States Patent and Trademark Office.
Innovate/Protect may acquire patent assets, including patent applications, which require Innovate/Protect to spend resources to prosecute
the applications with the United States Patent and Trademark Office. Further, there is a material risk that patent related claims (such as,
for example, infringement claims (and/or claims for indemnification resulting therefrom), unenforceability claims, or invalidity claims)
will be asserted or prosecuted against Innovate/Protect, and such assertions or prosecutions could materially and adversely affect
Innovate/Protect’s business. Regardless of whether any such claims are valid or can be successfully asserted, defending such claims
could cause Innovate/Protect to incur significant costs and could divert resources away from Innovate/Protect’s other activities.
    Despite Innovate/Protect’s efforts to protect its intellectual property rights, any of the following or similar occurrences may reduce
the value of Innovate/Protect’s intellectual property:


                                                                 13
•     Innovate/Protect’s applications for patents, trademarks and copyrights may not be granted and, if granted, may be challenged or
      invalidated;
•     issued trademarks, copyrights, or patents may not provide Innovate/Protect with any competitive advantages versus potentially
      infringing parties;
•     Innovate/Protect’s efforts to protect its intellectual property rights may not be effective in preventing misappropriation of
      Innovate/Protect’s technology; or
•     Innovate/Protect’s efforts may not prevent the development and design by others of products or technologies similar to or
      competitive with, or superior to those Innovate/Protect acquires and/or prosecutes.

   Moreover, Innovate/Protect may not be able to effectively protect its intellectual property rights in certain foreign countries where
Innovate/Protect may do business in the future or from which competitors may operate. If Innovate/Protect fails to maintain, defend or
prosecute its patent assets properly, the value of those assets would be reduced or eliminated, and Innovate/Protect’s business would be
harmed.

   Weak global economic conditions may cause infringing parties to delay entering into licensing agreements, which could
prolong Innovate/Protect’s litigation and adversely affect its financial condition and operating results.

    Innovate/Protect’s business plan depends significantly on worldwide economic conditions, and the United States and world
economies have recently experienced weak economic conditions. Uncertainty about global economic conditions poses a risk as
businesses may postpone spending in response to tighter credit, negative financial news and declines in income or asset values. This
response could have a material negative effect on the willingness of parties infringing on Innovate/Protect’s assets to enter into licensing
or other revenue generating agreements voluntarily. Entering into such agreements is critical to Innovate/Protect’s business plan, and
Innovate/Protect’s failure to do so could cause material harm to its business.

    Risks Related to Vringo’s Business

    Historically, Vringo’s business has generated only losses, which are expected to continue for the foreseeable future.

    As of March 31, 2012, Vringo had a cash balance of $3.6 million and $2.7 million of net working capital. For the three month period
ended March 31, 2012 and 2011 and for the cumulative period from inception until March 31, 2012, Vringo incurred net losses of $5.6
million, $1.1 million and $43.2 million, respectively. As of March 31, 2012, Vringo’s stockholders’ equity was $1.0 million.


                                                                 14
    Vringo expects its net losses to continue in the foreseeable future, as Vringo continues to grow its user base through carrier
partnerships, continue to ensure it has broad handset reach, enhance its viral and social tools, maintain and grow its product and
technology portfolio, build a strong revenue base of recurring monthly subscription revenue, find new forms of distribution, and explore
monetization through advertising and revenue through content sales.

   Vringo is a development stage company with no historically significant income and there is a significant doubt about
Vringo’s ability to continue its activities as a going concern.

    Vringo is still a development stage company. Vringo’s operations are subject to all of the risks inherent in development stage
companies that do not have significant revenues or operating income. Vringo’s potential for success must be considered in light of the
problems, expenses, difficulties, complications and delays frequently encountered in connection with a new business, especially
technology start-up companies. Vringo cannot provide any assurance that its business objectives will be accomplished. All of Vringo’s
audited consolidated financial statements, since inception, have contained a statement by Vringo’s management that raises significant
doubt about Vringo being able to continue as a going concern unless Vringo is able to raise additional capital. Vringo’s financial
statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should Vringo’s operations cease.

    Vringo believes that current cash levels, together with existing funding commitments, will be sufficient to support its activity at least
for the coming twelve months. We may need to raise additional funds in connection with any acquisitions of patent portfolios or other
intellectual property assets that we pursue. Any such financing that Vringo undertakes will likely be dilutive to Vringo’s current
stockholders.

  The exercise of a substantial number of warrants or options by Vringo’s security holders may have an adverse effect on the
market price of Vringo common stock.

    Should Vringo’s currently outstanding warrants be exercised (including the warrants issued in connection with the Merger), there
will be an additional 22,695,411 shares of common stock eligible for trading in the public market. In addition, Vringo currently has
options outstanding to purchase 4,332,348 shares of common stock granted to Vringo’s management, employees, directors and
consultants. In March 2012, the Vringo board of directors approved participation of all outstanding options in future dividends. In
addition, the vesting of all outstanding options will accelerate if the Vringo common stock reaches certain price or market capitalization
targets for 20 of 30 consecutive trading dates, as follows: (i) 50% acceleration if either the price of the Vringo common stock is at least
$5 or Vringo’s market capitalization is at least $250,000,000; (ii) 75% acceleration if either the price of the Vringo common stock is at
least $10 or Vringo’s market capitalization is $500,000,000 or more; and (iii) 100% acceleration if either the price of the Vringo
common stock is at least $20 or Vringo’s market capitalization is at least $1,000,000,000. Furthermore, all outstanding options granted
to members of the board of directors shall fully vest if a member of the Vringo board of directors ceases to be a director at any time
during the six-month period immediately following the change of control. Certain options that are outstanding have exercise prices that
are below, and in some cases significantly below, recent market prices. Such securities, if exercised, will increase the number of issued
and outstanding shares of common stock. Therefore, the sale, or even the possibility of sale, of the shares of common stock underlying
the warrants and options could have an adverse effect on the market price for Vringo’s securities or on Vringo’s ability to obtain future
financing. The average weighted exercise price of all currently outstanding warrants and options, as of July 20, 2012, is $2.26 per share.

   Future sales of Vringo’s shares of common stock by its stockholders could cause the market price of Vringo common stock to
drop significantly, even if Vringo’s business is performing well.

    As of July 20, 2012, Vringo has 35,332,487 shares of common stock issued and outstanding and 6,173 shares of Vringo preferred
stock, initially convertible into 18,627,645 of Vringo shares of common stock, excluding shares of common stock issuable upon exercise
of warrants or options. As shares saleable under Rule 144 are sold or as restrictions on resale need, the market price of Vringo common
stock could drop significantly, if the holders of restricted shares sell them, or are perceived by the market as intending to sell them. This
decline in Vringo’s stock price could occur even if Vringo’s business is otherwise performing well. We filed with the SEC Registration
Statements for the common shares underlying (a) the 2,526,289 of the new warrants issued in February 2012 (which registration was
declared effective on June 20, 2012) (including 11,834 warrants issued to Vringo’s placement agent) and (b) 4,332,348 options currently
outstanding under Vringo’s 2006 Stock Option Plan.


                                                                  15
   If Vringo is unable to adequately protect its intellectual property, Vringo may not be able to compete effectively.

     Vringo’s ability to compete depends in part upon the strength of Vringo’s proprietary rights in its technologies, brands and content.
Vringo relies on a combination of U.S. and foreign patents, copyrights, trademark, trade secret laws and license agreements to establish
and protect its intellectual property and proprietary rights. The efforts Vringo has taken to protect its intellectual property and proprietary
rights may not be sufficient or effective at stopping unauthorized use of its intellectual property and proprietary rights. In addition,
effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which
Vringo’s services are made available. There may be instances where Vringo is not able to fully protect or utilize its intellectual property
in a manner that maximizes competitive advantage. If Vringo is unable to protect its intellectual property and proprietary rights from
unauthorized use, the value of Vringo’s products may be reduced, which could negatively impact Vringo’s business. Vringo’s inability
to obtain appropriate protections for its intellectual property may also allow competitors to enter Vringo’s markets and produce or sell
the same or similar products. In addition, protecting Vringo’s intellectual property and other proprietary rights is expensive and diverts
critical managerial resources. If any of the foregoing were to occur, or if Vringo is otherwise unable to protect its intellectual property
and proprietary rights, Vringo’s business and financial results could be adversely affected.

    If Vringo is forced to resort to legal proceedings to enforce its intellectual property rights, the proceedings could be burdensome and
expensive. In addition, Vringo’s proprietary rights could be at risk if Vringo is unsuccessful in, or cannot afford to pursue, those
proceedings. Vringo also relies on trade secrets and contract law to protect some of its proprietary technology. Vringo has entered into
confidentiality and invention agreements with its employees and consultants. Nevertheless, these agreements may not be honored and
they may not effectively protect Vringo’s right to its un-patented trade secrets and know-how. Moreover, others may independently
develop substantially equivalent proprietary information and techniques or otherwise gain access to Vringo’s trade secrets and
know-how.

   The possibility of extensive delays in the patent issuance process could effectively reduce the term during which a marketed
product is protected by patents.

     Vringo may need to obtain licenses to patents or other proprietary rights from third parties. Vringo may not be able to obtain the
licenses required under any patents or proprietary rights or they may not be available on acceptable terms. If Vringo does not obtain
required licenses, Vringo may encounter delays in product development or find that the development, manufacture or sale of products
requiring licenses could be foreclosed. Vringo may, from time to time, support and collaborate in research conducted by universities and
governmental research organizations. Vringo may not be able to acquire exclusive rights to the inventions or technical information
derived from these collaborations, and disputes may arise over rights in derivative or related research programs conducted by Vringo or
its collaborators.

   If Vringo or its users infringe on the intellectual property rights of third parties, Vringo may have to defend against litigation
and pay damages and Vringo’s business and prospects may be adversely affected.

    If a third party were to assert that Vringo’s products infringe on its patent, copyright, trademark, right of publicity, right of privacy,
trade secret or other intellectual property rights, Vringo could incur substantial litigation costs and be forced to pay substantial damages.
Third-party infringement claims, regardless of their outcome, would not only consume significant financial resources, but would also
divert Vringo’s management time and attention. Such claims or the lack of available access to certain sites or content could also cause
Vringo’s customers or potential customers to purchase competitors’ products if such competitors have access to the sites or contents that
Vringo is lacking or defer or limit their purchase or use of Vringo’s affected products or services until resolution of the claim. In
connection with any such claim or litigation, Vringo’s mobile carriers and other partners may decide to re-assess their relationships with
Vringo, especially if they perceive that they may have potential liability or if such claimed infringement is a possible breach of Vringo’s
agreement with such mobile carrier. If any of Vringo’s products are found to violate third-party intellectual property rights, Vringo may
have to re-engineer one or more of its products, or Vringo may have to obtain licenses from third parties to continue offering its products
without substantial re-engineering. Vringo’s efforts to re-engineer or obtain licenses could require significant expenditures of time and
money and may not be successful. Accordingly, any claims or litigation regarding Vringo’s infringement of intellectual property of a
third party by Vringo or its users could have a material adverse effect on Vringo’s business and prospects.

    Third party infringement claims could also significantly limit Vringo Studio products and the content available in Vringo’s content
library. The Vringo Studio tool allows users to access video from multiple sites on the web or from their computer and then edit and
send these video clips to their mobile phones as customized video ringtones. These websites could choose to block Vringo from
accessing their content for violating their terms of service by allowing users to download clips or for any other reason, which could
significantly limit the availability of content in the Vringo Studio. Additionally, while Vringo employs special software that seeks to
determine whether a clip is copyrighted or otherwise restricted, it is not feasible for Vringo to determine whether users of Vringo Studio
own or acquire appropriate intellectual property permissions to use each clip before it is downloaded. Therefore, Vringo requires users of
the Vringo Studio to certify that they have the rights to use the content that they desire to send to their phone. Additionally, while the
majority of the clips in Vringo’s content library are either licensed by Vringo directly or are public domain or creative commons,
Vringo’s content library contains certain clips which Vringo has not licensed from the content owner. As a result, Vringo may receive
cease-and-desist letters, or other threats of litigation, from website hosts and content owners asserting that Vringo is infringing on their
intellectual property or violating the terms and conditions of their websites. In such a case, Vringo will remove or attempt to obtain
licenses for such content or obtain additional content from other websites. However, there is no assurance that Vringo will be able to
enter into license agreements with content owners. Consequently, Vringo may be forced to remove a portion of its content from its
library and significantly limit the availability of content in the Vringo Studio. This would negatively impact Vringo’s user experience
and may cause users to cancel Vringo’s service and make Vringo’s service less attractive to its partners.


                                                                  16
   If Vringo is unable to enter into or maintain distribution arrangements with major mobile carriers and/or other partners
and develop and maintain its existing strategic relationships with mobile carriers, Vringo will be unable to distribute its
products effectively or generate significant revenue.

    Vringo’s strategy for distributing its applications and services is dependent upon establishing distribution arrangements with major
mobile carriers and other partners. Vringo currently has distribution arrangements with Etisalat (Emirates Telecom), Orange (Everything
Everywhere), Vodafone, Verizon, Maxis, Celcom (Axiata Berhard), Hungama Mobile and Du. Vringo needs to develop and maintain
strategic relationships with these entities in order for them to market its service to their end users. While Vringo has entered into
agreements with the aforementioned mobile carriers pursuant to which Vringo’s service may be made available to their end-users, such
agreements are not exclusive and generally do not obligate the partner to market or distribute Vringo’s service. In addition, a number of
Vringo’s distribution agreements allow the mobile carrier to terminate its rights under the agreement at any time and for any reason upon
30 days’ notice. Vringo is dependent upon the subsequent success of these partners in performing their responsibilities and sufficiently
marketing Vringo’s service. Vringo cannot provide you any assurance that it will be able to negotiate, execute and maintain favorable
agreements and relationships with any additional partners, that the partners with whom Vringo has a contractual relationship will choose
to promote Vringo’s service or that such partners will be successful and/or will not pursue alternative technologies.

   If Vringo is unsuccessful in entering into and maintaining content license agreements, its revenues will be negatively affected.

    The success of Vringo’s service is dependent upon its providing end-users with content they desire. An important aspect of this
strategy is establishing licensing relationships with third party content providers that have desirable content. Content license agreements
generally have a fixed term, may or may not include provisions for exclusivity and may require Vringo to make significant minimum
payments. Vringo has entered into approximately 35 content license agreements with various content providers. While Vringo’s business
is not dependent on any particular content license agreement, there is no assurance that Vringo will enter into a sufficient number of
content license agreements or that the ones that Vringo enters into will be profitable and will not be terminated early.

   Vringo may not be able to generate revenues from certain of its prepaid mobile customers.

    Vringo currently operates in markets that have a high percentage of prepaid mobile customers. Many of these users may not have a
sufficient balance in their prepaid account when their free trial ends and Vringo bills them to cover the charges for subscribing to its
service. As a result, the subscriber numbers that Vringo periodically discloses may not generate revenues at the expected level.

   Vringo is dependent on mobile carriers and other partners to make timely payments to Vringo.

    Vringo will receive its revenue from mobile carriers and other distribution partners who may delay payment to Vringo, dispute
amounts owed to Vringo, or in some cases refuse to pay Vringo at all. Many of these partners are in markets where Vringo may have
limited legal recourse to collect payments from these partners. Vringo’s failure to collect payments owed to it from its partners will have
an adverse effect on Vringo’s business and its results of operations.

   Vringo may not be able to continue to maintain its application on all of the operating systems that it currently supports.

    Some of Vringo’s applications are compatible with various mobile operating systems including Android, Blackberry, Sony Ericsson,
Symbian, Apple’s iOS, Java, and Windows Mobile operating systems. While Windows Mobile, Blackberry and Android do not support
video ringtones natively, Vringo’s development team has enabled its application to work on many devices which utilize these operating
systems. The user base for the video ringtone service is spread out amongst a number of smartphone and feature phone operating
systems, with applications on each aforementioned operating system representing less than 5% of the total subscribers to Vringo’s video
ringtone platform. Vringo’s Facetones TM platform, which represents less than 5% of Vringo’s revenue for the three months ended March
31, 2012, is heavily reliant upon Vringo’s Android devices users. Currently, over 96% of Vringo’s Facetones TM users utilize the Android
operating system. In addition, Vringo’s commercial agreement with ZTE is solely reliant on Vringo’s ability to maintain its support for
the Android operating system. Since these operating systems do not support Vringo’s applications natively, any significant changes to
these operating systems by their respective developers may prevent Vringo’s application from working properly or at all on these
systems. If Vringo is unable to maintain its application on these operating systems or on any other operating systems, users of these
operating systems will not be able to use Vringo’s application, which could adversely affect Vringo’s business and results of operations.


                                                                 17
   Vringo operates in the digital content market where piracy of content is widespread.

   Vringo’s business strategy is partially based upon users paying Vringo for access to its content. If users believe they can obtain the
same or similar content for free via other means including piracy, they may be unwilling to pay for Vringo’s service. Additionally, since
Vringo’s own clips do not have any copy protection, they can theoretically be distributed by a paying user to a non-paying user without
any additional payment to Vringo. If users or potential users obtain Vringo’s content or similar content without payment to Vringo,
Vringo’s business and results of operations will be adversely affected.

   Major network failures could have an adverse effect on Vringo’s business.

    Major equipment failures, natural disasters, including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches of
network or information technology security that affect third-party networks, transport facilities, communications switches, routers,
microwave links, cell sites or other third-party equipment on which Vringo relies, could cause major network failures and/or unusually
high network traffic demands that could have a material adverse effect on Vringo’s operations or its ability to provide service to
Vringo’s customers. These events could disrupt Vringo’s operations, require significant resources to resolve, result in a loss of customers
or impair Vringo’s ability to attract new customers, which in turn could have a material adverse effect on Vringo’s business, results of
operations and financial condition.

    Vringo’s data is hosted at a remote location. Although Vringo has full alternative site data backed up, Vringo does not have data
hosting redundancy. Accordingly, Vringo may experience significant service interruptions, which could require significant resources to
resolve, result in a loss of customers or impair Vringo’s ability to attract new customers, which in turn could have a material adverse
effect on Vringo’s business, results of operations and financial condition.

    In addition, with the growth of wireless data services, enterprise data interfaces and Internet-based or Internet Protocol-enabled
applications, wireless networks and devices are exposed to a greater degree to third-party data or applications over which Vringo has less
direct control. As a result, the network infrastructure and information systems on which Vringo relies, as well as Vringo’s customers’
wireless devices, may be subject to a wider array of potential security risks, including viruses and other types of computer-based attacks,
which could cause lapses in Vringo’s service or adversely affect the ability of Vringo’s customers to access its service. Such lapses
could have a material adverse effect on Vringo’s business and its results of operations.

   Vringo’s business depends upon its ability to keep pace with the latest technological changes and Vringo’s failure to do so
could make Vringo less competitive in its industry.

    The market for Vringo’s products and services is characterized by rapid change and technological change, frequent new product
innovations, changes in customer requirements and expectations and evolving industry standards. Products using new technologies or
emerging industry standards could make Vringo’s products and services less attractive. Furthermore, Vringo’s competitors may have
access to technology not available to Vringo, which may enable them to produce products of greater interest to consumers or at a more
competitive cost. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to
Vringo’s business and operating results. As a result, Vringo’s success will depend, in part, on its ability to develop and market product
and service offerings that respond in a timely manner to the technological advances available to Vringo’s customers, evolving industry
standards and changing preferences.

   Vringo’s Facetones TM application depends upon Vringo’s continued access to Facebook® photos.

    Vringo’s Facetones TM application creates automated video slideshow using friends’ photos from social media web sites, primarily
from Facebook®, the world’s leading social media site. Facetones TM represented less than 5% of Vringo’s revenue for the three months
ended March 31, 2012, however, Vringo believes that the rapid growth of its user base is critical to the value of its mobile application
business. In the event Facebook® prohibits or restricts the ability of Vringo’s application to access photos on its site, Vringo’s business,
financial condition, operating results and projected growth could be harmed. In February 2012, Vringo entered into an agreement with
Facebook®, which clarifies Vringo’s permitted use of the Facetones TM mark and domain name.

    If Vringo’s Facetones TM trademark is challenged by another party, Vringo’s revenue from this application may be adversely
affected.

    In February 2012, Vringo entered into an agreement with Facebook, Inc., an online social network, relating to the use of Vringo’s
Facetones TM mark and domain name (collectively, the “Facetones Mark”). The Agreement resolved a potential dispute between the
parties regarding the Facetones Mark. Nonetheless, Facebook reserves the right to challenge the Facetones Mark in the future if Vringo
violates certain limitations on its use of the Facetones Mark and/or certain conditions are not met. If Facebook or any other party
successfully challenges Vringo’s Facetones Mark, Vringo will need to re-brand its application, which may have a negative impact on
Vringo’s revenue from this application.


                                                              18
   Regulation concerning consumer privacy may adversely affect Vringo’s business.

    Certain technologies that Vringo currently supports, or may in the future support, are capable of collecting personally-identifiable
information. Vringo anticipates that as mobile telephone software continues to develop, it will be possible to collect or monitor
substantially more of this type of information. A growing body of laws designed to protect the privacy of personally-identifiable
information, as well as to protect against its misuse, and the judicial interpretations of such laws, may adversely affect the growth of
Vringo’s business. In the United States, these laws could include the Federal Trade Commission Act, the Electronic Communications
Privacy Act, the Fair Credit Reporting Act and the Gramm-Leach Bliley Act, as well as various state laws and related regulations. In
addition, certain governmental agencies, like the Federal Trade Commission, have the authority to protect against the misuse of
consumer information by targeting companies that collect, disseminate or maintain personal information in an unfair or deceptive
manner. In particular, such laws could limit Vringo’s ability to collect information related to users or Vringo’s services, to store or
process that information in what would otherwise be the most efficient manner, or to commercialize new products based on new
technologies. The evolving nature of all of these laws and regulations, as well as the evolving nature of various governmental bodies’
enforcement efforts, and the possibility of new laws in this area, may adversely affect Vringo’s ability to collect and disseminate or share
certain information about consumers and may negatively affect Vringo’s ability to make use of that information. If Vringo fails to
successfully comply with applicable regulations in this area, its business and prospects could be harmed.

   Vringo’s ability to raise capital through equity or equity-linked transactions may be limited.

   In order for Vringo to raise capital privately through equity or equity-linked transactions, stockholder approval is required to enable
Vringo to issue more than 19.99% of Vringo’s outstanding shares of common stock pursuant to the rules and regulations of the NYSE
MKT (formerly, NYSE Amex). Should stockholders not approve such issuances, Vringo’s sole means to raise capital would be through
debt, which could have a material adverse effect on Vringo’s balance sheet and overall financial condition.

   Vringo’s liquidity is largely dependent on its common stock being traded on a major exchange.

    Vringo’s common stock and warrants are listed on the NYSE MKT, a national securities exchange, which imposes continued listing
requirements with respect to listed shares. On April 26, 2012, the NYSE MKT notified Vringo that it had resolved the continued listing
deficiency referenced in the NYSE MKT's letter dated May 24, 2011, which stated that Vringo was not in compliance with Section
1003(a) (iv) of the NYSE MKT's continued listing standards. The NYSE MKT's conclusion was based on a review of available
information, including Vringo’s filings with the SEC. Vringo’s continued listing eligibility will be assessed on an ongoing basis. While
the NYSE MKT has not initiated delisting proceedings in the past, there is no assurance that it will not do so in the future.

   If the NYSE MKT delists Vringo’s securities from trading, Vringo could face significant consequences, including:

   •    a limited availability for market quotations for its securities;
   •    reduced liquidity with respect to its securities;
   •    a determination that Vringo’s common stock is a “penny stock,” which will require brokers trading in Vringo common stock to
        adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for
        Vringo common stock;
   •    limited amount of news and analyst coverage; and
   •    a decreased ability to issue additional securities or obtain additional financing in the future.

    In addition, Vringo would no longer be subject to the NYSE MKT rules, including rules requiring Vringo to have a certain number
of independent directors and to meet other corporate governance standards.

   If there are significant shifts in the political, economic and military conditions in Israel and its neighbors, it could have a
material adverse effect on Vringo’s business relationships and profitability.

    Vringo’s research and development facility and finance department are located in Israel and many of Vringo’s key personnel reside
in Israel. Vringo’s business is directly affected by the political, economic and military conditions in Israel and its neighbors. Major
hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could have a material
adverse effect on Vringo’s existing business relationships and on Vringo’s operating results and financial condition. Furthermore,
several countries restrict business with Israeli companies, which may impair Vringo’s ability to create new business relationships or to
be, or become, profitable.

   Vringo may not be able to enforce covenants not-to-compete under current Israeli law, which may result in added
competition.
    Vringo has non-competition agreements with all of its employees, almost all of which are governed by Israeli law. These agreements
generally prohibit Vringo’s employees from competing with or working for its competitors, during their term of employment and for up
to 12 months after termination of their employment. However, Israeli courts may be reluctant to enforce non-compete undertakings of
former employees and may not enforce those provisions, or only enforce those provisions for relatively brief periods of time in restricted
geographical areas, and only when the employee has unique value specific to that employer’s business and not just regarding the
professional development of the employee. If Vringo is not able to enforce non-compete covenants, Vringo may be faced with added
competition.


                                                                19
          Because a substantial portion of Vringo’s revenues is generated in dollars and euros, while a significant portion of Vringo’s
      expenses is incurred in Israeli currency, Vringo’s revenue may be reduced due to inflation in Israel and currency exchange rate
      fluctuations.

          A substantial portion of Vringo’s revenues is generated in dollars and euros, while a significant portion of Vringo’s expenses,
      principally salaries and related personnel expenses, is paid in Israeli currency. As a result, Vringo is exposed to the risk that the rate of
      inflation in Israel will exceed the rate of devaluation of Israeli currency in relation to the dollar or the euro, or that the timing of this
      devaluation will lag behind inflation in Israel. Because inflation has the effect of increasing the dollar and euro costs of Vringo’s
      operations, it would therefore have an adverse effect on Vringo’s dollar-measured results of operations. The value of the New Israeli
      Shekel, or NIS, against the United States Dollar, the Euro and other currencies may fluctuate and is affected by, among other things,
      changes in Israel’s political and economic conditions. Any significant revaluation of the NIS may materially and adversely affect
      Vringo’s cash flows, revenues and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in
      such exchange rate, could adversely affect Vringo’s ability to operate its business.

         The termination or reduction of tax and other incentives that the Israeli government provides to domestic companies, such as
      Vringo’s wholly-owned subsidiary, may increase the costs involved in operating a company in Israel.

          The Israeli government currently provides tax and capital investment incentives to domestic companies, as well as grant and loan
      programs relating to research and development and marketing and export activities. Vringo’s wholly-owned Israeli subsidiary currently
      takes advantage of some of these programs. Vringo cannot provide you with any assurance that such benefits and programs will continue
      to be available in the future to Vringo’s Israeli subsidiary. In addition, it is possible that Vringo’s subsidiary will fail to meet the criteria
      required for eligibility of future benefits. If such benefits and programs were terminated or further reduced, it could have an adverse
      effect on Vringo’s business, operating results and financial condition.

                                               RATIO OF EARNINGS TO FIXED CHARGES

      Any time debt securities are offered pursuant to this prospectus, we will provide a table setting forth our ratio of earnings to fixed charges
on a historical basis in the applicable prospectus supplement, if required.

                                 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future
prospects and make informed investment decisions. This prospectus and the documents we have filed with the SEC that are incorporated herein
by reference contain such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

          Such statements in connection with any discussion of future operations or financial performance are identified by the use of words
such as “may,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning.
Forward-looking statements include, but are not limited to, statements about: our estimates of future performance; the potential value created
by the Merger for our stockholders; the potential of the combined company’s technology platform; the ability to raise capital to fund our
operations and business plan; the continued listing of our securities on the NYSE MKT; market acceptance of our products; our ability to
protect intellectual property rights; competition from other providers and products; the ability to license and monetize the patents owned by
Innovate/Protect, including the outcome of the Litigation against online search firms and other companies; our financial condition, financing
requirements, prospects and cash flow; and expectations regarding potential growth. Such statements are based on management’s expectations
and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ
materially from those expressed or implied by such statements. For a summary of such factors, please refer to the section entitled “Risk
Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertainties in our most recent annual report on
Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our current reports on Form 8-K, as well as any
amendments thereto, as filed with the SEC and which are incorporated herein by reference. The information contained in this document is
believed to be current as of the date of this document. We do not intend to update any of the forward-looking statements after the date of this
document to conform these statements to actual results or to changes in our expectations, except as required by law.

         In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in
this prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this
prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any
person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
20
                              UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        Incorporated by reference herein is the unaudited pro forma consolidated financial information reflecting the merger of Vringo and
Innovate/Protect in a transaction to be accounted for as a reverse acquisition with Innovate/Protect treated as the accounting acquirer. This
financial information is included in Exhibit 99.1 of our Current Report on Form 8-K, filed with the Commission on June 19, 2012 and consists
of (i) the unaudited pro forma consolidated statement of operation for the three month period ended March 31, 2012, (ii) the unaudited pro
forma consolidated balance sheets, as of March 31, 2012 and (iii) the unaudited pro forma consolidated statement of operation, for the period
from June 8, 2011 (date of inception of Innovate/Protect) through December 31, 2011. The unaudited pro forma consolidated financial
information should be read in conjunction with the historical consolidated financial statements and the related notes of Vringo, included in
Vringo’s periodic reports filed with the Commission, and of Innovate/Protect, included in Exhibits 99.5 and 99.6 of our Current Report on
Form 8-K, filed with the Commission on July 20, 2012 and incorporated by reference herein. See “Incorporation of Information by Reference.”

                                                               USE OF PROCEEDS

          We cannot assure you that we will receive any proceeds in connection with securities which may be offered pursuant to this
prospectus. Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities
under this prospectus for general corporate purposes, including, but not limited to, repayment of existing indebtedness, working capital,
intellectual property protection and enforcement, capital expenditures, investments and acquisitions, including acquisitions of patent portfolios.
We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our
management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this
prospectus for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term,
investment-grade, interest-bearing securities or apply them to the reduction of short-term indebtedness.

                                                            PLAN OF DISTRIBUTION

General Plan of Distribution

      We may offer securities under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block
trades or a combination of these methods. We may sell the securities (1) through underwriters or dealers, (2) through agents or (3) directly to
one or more purchasers, or through a combination of such methods. We may distribute the securities from time to time in one or more
transactions at:

             a fixed price or prices, which may be changed from time to time;

             market prices prevailing at the time of sale;

             prices related to the prevailing market prices; or

             negotiated prices.

          We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit
offers to purchase the securities from time to time. We will name in a prospectus supplement any underwriter or agent involved in the offer or
sale of the securities.

        If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

          If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement
with the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the securities for
whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The
underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts,
concessions or commissions.

          With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus
supplement information regarding any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities,
and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating
in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, or the
Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed
to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil
liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof.


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          If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit
offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold
pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom
the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery
contracts will not be subject to any conditions except that:

             the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the
              laws of the jurisdiction to which that institution is subject; and

             if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have
              purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any
              responsibility in respect of the validity or performance of delayed delivery contracts.

           Shares of our common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for
quotation and trading on the NYSE MKT. The applicable prospectus supplement will contain information, where applicable, as to any other
listing, if any, on the NYSE MKT or any securities market or other securities exchange of the securities covered by the prospectus supplement.
We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

          In order to facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which
involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In addition,
these persons may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security in the open market or by
imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if the securities sold by
them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market
price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any
time.

         In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or
discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities
offered pursuant to this prospectus and any applicable prospectus supplement.

          The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course
of their business.

                                                   DESCRIPTION OF CAPITAL STOCK

          The following is a summary of our capital stock and provisions of our restated certificate of incorporation and restated by-laws, as
they are in effect as of the date of this prospectus. For more detailed information, please see our restated certificate of incorporation and
restated bylaws, which are filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus
forms a part.

         We are authorized to issue 150,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock,
par value $0.01 per share. As of July 20, 2012, we had 35,332,487 shares of common stock outstanding held of record by 67 stockholders. As
of July 20, 2012, we had 6,173 shares of Series A Convertible Preferred Stock, or Series A preferred stock, outstanding, which are initially
convertible into an aggregate of 18,627,645 shares of our common stock.

Common Stock

       Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, and
do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of
common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds
legally available for dividend payments. All shares of common stock outstanding as of the date of this prospectus are fully paid and
nonassessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights.
There are no redemption or sinking fund provisions applicable to the common stock. In the event of any liquidation, dissolution or winding-up
of our affairs, holders of common stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment
of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Transfer Agent and Registrar

     The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.


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Preferred Stock

       Our board of directors has the authority, without action by our stockholders, to designate and issue up to 5,000,000 shares of preferred
stock in one or more series and to designate the rights, preferences, and limitations of all such series, any or all of which may be superior to the
rights of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of the
holders of common stock until our board of directors determines the specific rights of the holders of preferred stock. However, effects of the
issuance of preferred stock include restricting dividends on our common stock, diluting the voting power of our common stock, impairing the
liquidation rights of our common stock, and making it more difficult for a third party to acquire us, which could have the effect of discouraging
a third party from acquiring, or deterring a third party from paying a premium to acquire, a majority of our outstanding voting stock. We have
no present plans to issue any shares of our preferred stock.

      Series A Convertible Preferred Stock

      Our Series A preferred stock has the powers, designations, preferences and other rights as set forth in the Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock, which rights include, among other things, a liquidation preference of $1,000
per share and the right to participate in any dividends and distributions paid to common stockholders on an as-converted basis. We may not
create a class of capital stock senior or pari passu to the Series A preferred stock.

       The 6,673 shares of Series A preferred stock are initially convertible into an aggregate of 20,136,445 shares of common stock (or at a
current conversion rate of 3,017.6) (subject to a provision that restricts conversion in the event the holder will acquire beneficial ownership of
more than 9.99% of our common stock after such conversion) but are non-voting, except as required by law and in certain defined instances,
including a change of control. In addition, except for certain excluded issuances, the conversion price of the Series A preferred stock is subject
to full ratchet anti-dilution protection for issuances of equity or equity-linked securities below the initial conversion price (as adjusted for stock
splits, stock dividends and similar events) until the date an aggregate of 100,000,000 shares of our common stock have traded at above $3.00
per share (as adjusted for stock splits, stock dividends and similar events). As of July 20, 2012, we had 6,173 shares of Series A preferred stock
outstanding which are convertible into an aggregate of 18,627,645 shares of our common stock.

       On a change of control, except for a change of control where the holder receives all publicly traded stock, the holder of our Series A
preferred stock is able to require us to redeem the shares of Series A preferred stock at the greater of the stated value and the value of the equity
underlying the Series A preferred stock. The Series A preferred stock also contains a covenant prohibiting us, for a period of 18 months
following the closing, from incurring indebtedness senior to the Series A preferred stock in excess of $6 million in the aggregate (including the
then outstanding principal amount of existing Innovate/Protect indebtedness); provided, that, this covenant shall not apply to indebtedness
secured by assets acquired after the closing in which the lender expressly subordinates to the holder of the Series A preferred stock. The holder
of the Series A preferred stock shall be indemnified against losses due to a buy-in following any failure to timely deliver common stock upon a
conversion failure and we shall pay the holders of the Series A preferred stock liquidated damages of one-quarter of one percent (0.25%) for
each full 15 day period during which our common stock is suspended from trading or if our common stock is delisted. You should refer to our
restated certificate of incorporation, which are filed with the Securities and Exchange Commission as exhibits to the registration statement of
which this prospectus forms a part.

Transfer Agent and Registrar

      The transfer agent for our Series A preferred stock is American Stock Transfer & Trust Company.

General

       Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock
in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend
rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would
reduce the amount of funds available for the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be
entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of our company before any payment is made
to the holders of shares of our common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or
tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the
removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue shares of
preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock.

      If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent
required, this description will include:
   the title and stated value;

   the number of shares offered, the liquidation preference, if any, per share and the purchase price;

   the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;


                                                             23
             whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;

             the procedures for any auction and remarketing, if any;

             the provisions for a sinking fund, if any;

             the provisions for redemption, if applicable;

             any listing of the preferred stock on any securities exchange or market;

             whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be
              calculated) and conversion period;

             whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be
              calculated) and exchange period;

             voting rights, if any, of the preferred stock;

             a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;

             the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or
              winding up of the affairs of the Company; and

             any material limitations on issuance of any class or series of preferred stock ranking pari passu with or senior to the series of
              preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company.

Transfer Agent and Registrar

      The transfer agent and registrar for any preferred stock we offer will be set forth in the applicable prospectus supplement.

                                                    DESCRIPTION OF DEBT SECURITIES

       The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the
material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will
apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt
securities that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of
any debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth
in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control.

       We may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We
will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We
will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the
subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part. We
use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified
under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee
under the senior indenture or the trustee under the subordinated indenture, as applicable.

      The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are
subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities.

General

       Each indenture provides that debt securities may be issued from time to time in one or more series and may be denominated and payable
in foreign currencies or units based on or relating to foreign currencies. Neither indenture limits the amount of debt securities that may be
issued thereunder, and each indenture provides that the specific terms of any series of debt securities shall be set forth in, or determined
pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.

      We will describe in each prospectus supplement the following terms relating to a series of debt securities:
   the title or designation;

   the aggregate principal amount and any limit on the amount that may be issued;


                                                           24
             the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency
              or units in which principal or interest or both will or may be payable;

             whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will
              be;

             the maturity date and the date or dates on which principal will be payable;

             the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue,
              the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such
              dates;

             whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

             the terms of the subordination of any series of subordinated debt;

             the place or places where payments will be payable;

             our right, if any, to defer payment of interest and the maximum length of any such deferral period;

             the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any
              optional redemption provisions;

             the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or
              otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

             whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

             whether we will be restricted from incurring any additional indebtedness;

             a discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;

             the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
              multiple thereof; and

             any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.

      We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of
acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax
considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

Conversion or Exchange Rights

      We will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or
exchangeable for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other
securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale; No Protection in Event of a Change of Control or Highly Leveraged Transaction

       The indentures do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose
of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the
indentures or the debt securities, as appropriate.

      Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford
holders of the debt securities protection in the event we have a change of control or in the event of a highly leveraged transaction (whether or
not such transaction results in a change of control), which could adversely affect holders of debt securities.

Events of Default Under the Indenture
The following are events of default under the indentures with respect to any series of debt securities that we may issue:

       if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or
        deferred;

       if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;


                                                                 25
             if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures,
              other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure
              continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate
              principal amount of the outstanding debt securities of the applicable series; and

             if specified events of bankruptcy, insolvency or reorganization occur as to us.

      No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or
reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of
default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the
occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other
indebtedness outstanding from time to time.

       If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the
holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to
the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series
are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and
unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with
respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a
meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such
series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated
principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the
applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of
such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the
particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of
default.

       Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will
be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the
applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in
principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect
to the debt securities of that series, provided that:

             the direction so given by the holder is not in conflict with any law or the applicable indenture; and

             subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal
              liability or might be unduly prejudicial to the holders not involved in the proceeding.

       A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies if:

             the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series;

             the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written
              request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and

             the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal
              amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the
              holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting
              directions within 60 days after the notice, request and offer.

      These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if
any, or interest on, the debt securities.

      We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the
applicable indenture.

Modification of Indenture; Waiver
      The debenture trustee and we may change the applicable indenture without the consent of any holders with respect to specific matters,
including:

            to fix any ambiguity, defect or inconsistency in the indenture; and


                                                                      26
             to change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued
              pursuant to such indenture.

       In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with
the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series (or, at a
meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such
series represented at such meeting) that is affected. However, the debenture trustee and we may make the following changes only with the
consent of each holder of any outstanding debt securities affected:

             extending the fixed maturity of the series of debt securities;

             reducing the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon
              the redemption of any debt securities;

             reducing the principal amount of discount securities payable upon acceleration of maturity;

             making the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
              or

             reducing the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.

       Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any
series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt
securities of such series represented at such meeting) may on behalf of the holders of all debt securities of that series waive our compliance
with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of
the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences,
except a default in the payment of the principal of, premium or any interest on any debt security of that series or in respect of a covenant or
provision, which cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected;
provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an
acceleration and its consequences, including any related payment default that resulted from the acceleration.

Discharge

     Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except for obligations to:

             register the transfer or exchange of debt securities of the series;

             replace stolen, lost or mutilated debt securities of the series;

             maintain paying agencies;

             hold monies for payment in trust;

             compensate and indemnify the trustee; and

             appoint any successor trustee.

      In order to exercise our rights to be discharged with respect to a series, we must deposit with the trustee money or government
obligations sufficient to pay all the principal of, the premium, if any, and interest on, the debt securities of the series on the dates payments are
due.

Form, Exchange, and Transfer

      We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the
applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt
securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series.
      At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the
same series, in any authorized denomination and of like tenor and aggregate principal amount.

      Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of
transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any
transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or
exchange or in the applicable indenture, we will make no service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.


                                                                          27
      We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer
agent in each place of payment for the debt securities of each series.

      If we elect to redeem the debt securities of any series, we will not be required to:

             issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business
              15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending
              at the close of business on the day of the mailing; or

             register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
              portion of any debt securities we are redeeming in part.

Information Concerning the Debenture Trustee

       The debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes
to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture
trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the
request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it
might incur.

Payment and Paying Agents

      Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of
business on the regular record date for the interest.

      We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, will we make interest payments by check
which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the
debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in
the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will
maintain a paying agent in each place of payment for the debt securities of a particular series.

       All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt
securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid
to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

      The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.

Subordination of Subordinated Debt Securities

       Our obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment
to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of
senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.


                                                                         28
                                                        DESCRIPTION OF WARRANTS

   As of July 20, 2012, there were warrants to purchase 22,695,411 shares of Vringo common stock outstanding at a weighted-average
exercise price of $2.45 per share, including 4,784,000 public warrants. The public warrants were issued in our initial public offering and are
exercisable for five years from the initial public offering at an exercise price of $5.06 per share.

Series 1 and Series 2 Warrants

   In connection with the Merger, Vringo issued to the holders of Innovate/Protect capital stock an aggregate of 15,959,838 warrants to
purchase shares of Vringo common stock with an exercise price of $1.76 per share, including Series 1 Warrants and Series 2 Warrants to
purchase an aggregate of 8,299,116 and 7,660,722 shares of Vringo common stock, respectively.

    Each Series 1 Warrant and Series 2 Warrant (collectively, the “Warrants”) has an exercise price of $1.76 per share and is exercisable at any
time after July 19, 2012 (the “Issuance Date”) until the expiration date (the “Expiration Date”), which date shall be five years from the Issuance
Date, in whole or in part, by paying Vringo cash, check or wire transfer. Notwithstanding, if at any time between the three month anniversary
of the Issuance Date and the Expiration Date, there is not an effective registration statement registering the resale of the shares issuable under
the Warrants (the “Warrant Stock”) then the holder may elect to exercise the Warrant, or a portion thereof, and to pay for the Warrant Stock by
way of cashless exercise. No holder of either Warrant may exercise such Warrant if such exercise would result in the holder beneficially
owning in excess of 4.99% of the number of shares of Vringo common stock outstanding immediately after giving effect to the issuance of
shares of common stock upon exercise of the Warrant (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation may be
waived by the holder upon not less than 61 days’ prior notice to Vringo to change the beneficial ownership limitation to 9.99%. If the
Beneficial Ownership Limitation is increased to 9.99% it may not be further waived. The Warrants are subject to adjustments for stock splits
and certain fundamental transactions. The Warrants are not transferable in the absence of (i) an effective registration statement under the
Securities Act as to the Warrant or Warrant Stock, and registration or qualification of the Warrant and Warrant Stock under any applicable U.S.
federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to Vringo, that such registration and qualification are not
required. Notwithstanding, subject to these requirements, the Warrants are transferrable, in whole or in part, to (i) an entity controlling,
controlled by or under common control of the holder, or (ii) to any other proposed transferee by surrendering the Warrant with a properly
executed transfer form to the principal office of Vringo. The Warrants are redeemable, at the option of Vringo, at any time after they become
exercisable and prior to their expiration, upon notice to Vringo, at the price of $0.01 per share in the event that (i) the last closing sale price of
Vringo common stock has been equal to or greater than $5.00 per share (subject to adjustments for splits, dividends, recapitalizations and
similar events) on each of 20 trading dates within any 30 day trading period ending on the third business day prior to the date on which notice
of redemption is given to the holder, and (ii) during each day of the foregoing 20 day trading period and through the date Vringo exercises its
redemption rights, it must have an effective registration statement with a current prospectus pursuant to which the underlying Vringo common
stock may be sold. The Series 1 Warrant provides that from the Issuance Date through December 31, 2014, in the event Vringo shall issue or
sell a warrant to purchase shares of Vringo common stock at an exercise price below $1.76 per share or which contain terms that, taken as a
whole, are more favorable then the terms of the Series 1 Warrant (a “Superior Warrant”), as determined in good faith by the Board of Directors
of Vringo, in connection with a financing or a material transaction consummated by Vringo, then Vringo shall amend the terms of the Series 1
Warrant to give the holder the benefit of more favorable terms or conditions of the Superior Warrant (excluding the expiration date of the
Superior Warrant). All other material terms of the Series 1 Warrant and the Series 2 Warrant are identical.

Transfer Agent and Registrar

      The warrant agent for our public warrants and warrants issued in the Merger is American Stock Transfer & Trust Company.

NYSE MKT

      Our public warrants are listed for trading on the NYSE MKT under the symbol “VRNG-WT.” None of our other warrants are listed for
trading.

General

      We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together
with other securities or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and
provisions of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements and the prospectus
supplement relating to the warrants.

     The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the
warrants:
29
             the specific designation and aggregate number of, and the price at which we will issue, the warrants;

             the currency or currency units in which the offering price, if any, and the exercise price are payable;

             the designation, amount and terms of the securities purchasable upon exercise of the warrants;

             if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
              exercise of the warrants;

             if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon
              exercise, and a description of that series of our preferred stock;

             if applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a
              description of that series of debt securities;

             the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
              continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

             whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
              these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any
              security included in that unit;

             any applicable material U.S. federal income tax consequences;

             the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
              registrars or other agents;

             the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities
              exchange;

             if applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be
              separately transferable;

             if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

             information with respect to book-entry procedures, if any;

             the anti-dilution provisions of the warrants, if any;

             any redemption or call provisions;

             whether the warrants may be sold separately or with other securities as parts of units; and

             any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
              warrants.

Transfer Agent and Registrar

      The transfer agent and registrar for any warrants we offer will be set forth in the applicable prospectus supplement.

                                                           DESCRIPTION OF RIGHTS

General

       We may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock,
warrants or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus
supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as
rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and
will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The
following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The
particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply
to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights
agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described
below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and
rights certificate for additional information before you decide whether to purchase any of our rights.


                                                                        30
      We will provide in a prospectus supplement the following terms of the rights being issued:

              the date of determining the stockholders entitled to the rights distribution;

              the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;

              the exercise price;

              the aggregate number of rights issued;

              whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;

              the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;

              the method by which holders of rights will be entitled to exercise;

              the conditions to the completion of the offering, if any;

              the withdrawal, termination and cancellation rights, if any;

              whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;

              whether stockholders are entitled to oversubscription rights, if any;

              any applicable U.S. federal income tax considerations; and

              any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
               rights, as applicable.

      Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other
securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of
business on the expiration date for the rights provided in the applicable prospectus supplement.

       Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate
properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities
directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement.

Rights Agent

      The rights agent for any rights we offer will be set forth in the applicable prospectus supplement.

                                                DESCRIPTION OF PURCHASE CONTRACTS

       We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or
variable number of our debt securities, shares of common stock, preferred stock, warrants or rights, or securities of an entity unaffiliated with
us, or any combination of the above, at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders,
and obligate holders to sell to us, a specific or variable number of our debt securities, shares of common stock, preferred stock, warrants, rights
or other property, or any combination of the above. The price of the securities or other property subject to the purchase contracts may be fixed
at the time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We
may issue purchase contracts separately or as a part of units each consisting of a purchase contract and one or more of our other securities
described in this prospectus or securities of third parties, including U.S. Treasury securities, securing the holder’s obligations under the
purchase contract. The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be
unsecured or pre-funded on some basis. The purchase contracts may require holders to secure the holder’s obligations in a manner specified in
the applicable prospectus supplement.
      The applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being
delivered, including, to the extent applicable, the following:

            whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to
             purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those
             amounts;

            whether the purchase contracts are to be prepaid;


                                                                      31
             whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the
              securities subject to purchase under the purchase contract;

             any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;

             any applicable U.S. federal income tax considerations; and

             whether the purchase contracts will be issued in fully registered or global form.

      The preceding description sets forth certain general terms and provisions of the purchase contracts to which any prospectus supplement
may relate. The particular terms of the purchase contracts to which any prospectus supplement may relate and the extent, if any, to which the
general provisions may apply to the purchase contracts so offered will be described in the applicable prospectus supplement. To the extent that
any particular terms of the purchase contracts described in a prospectus supplement differ from any of the terms described above, then the
terms described above will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable
purchase contract for additional information before you decide whether to purchase any of our purchase contracts.

                                                           DESCRIPTION OF UNITS

      The following description, together with the additional information that we include in any applicable prospectus supplements summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the
applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.

       We will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series
of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of
material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related
to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit
agreement and any supplemental agreements that contain the terms of the units.

General

      We may issue units consisting of common stock, preferred stock, one or more debt securities, warrants, rights or purchase contacts for
the purchase of common stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit will be issued so that
the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a
holder of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any time before a specified date.
      We will describe in the applicable prospectus supplement the terms of the series of units being offered, including:

             the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
              those securities may be held or transferred separately;

             any provisions of the governing unit agreement that differ from those described below; and

             any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

       The provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description of
Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description of Warrants,” “Description of Rights” and
“Description of Purchase Contracts” will apply to each unit, as applicable, and to any common stock, preferred stock, debt security, warrant,
right or purchase contract included in each unit, as applicable.

Unit Agent

      The name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.

Issuance in Series

      We may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units

       Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of
agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent
will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.


                                                                       32
Provisions of Delaware Law Governing Business Combinations

      We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law. In general, such
provisions prohibit a publicly held Delaware corporation from engaging in any “business combination” transactions with any “interested
stockholder” for a period of three years after the date on which the person became an “interested stockholder,” unless:

                       prior to such date, the board of directors approved either the “business combination” or the transaction which resulted in
                        the “interested stockholder” obtaining such status; or

                       upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the
                        “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the
                        transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding
                        voting stock owned by the “interested stockholder”) those shares owned by (a) persons who are directors and also
                        officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially
                        whether shares held subject to the plan will be tendered in a tender or exchange offer; or

                       at or subsequent to such time the “business combination” is approved by the board of directors and authorized at an
                        annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the
                        outstanding voting stock which is not owned by the “interested stockholder.”

      A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder.
In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting
stock or within three years did own 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover
or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.

Limitations on Liability and Indemnification of Officers and Directors

      Our restated certificate of incorporation limits the liability of our officers and directors to the fullest extent permitted by the Delaware
General Corporation Law, and our restated certificate of incorporation and restated bylaws provide that we will indemnify our officers and
directors to the fullest extent permitted by such law.

                                                               LEGAL MATTERS

      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, will pass upon the validity of the issuance of the securities
offered by this prospectus.

                                                                     EXPERTS

      The consolidated financial statements of Vringo, Inc. (a development stage company) as of December 31, 2011 and 2010 and for each of
the years in the two-year period ended December 31, 2011 and for the cumulative period from January 9, 2006 (inception) through December
31, 2011 have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International,
independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing.

      The audit report covering the December 31, 2011 consolidated financial statements contains an explanatory paragraph that states that our
recurring losses from operations and deficit in stockholders’ equity raise substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

       The audited consolidated financial statements of Innovate/Protect, Inc. incorporated by reference in this prospectus and elsewhere in the
registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public
accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

                                             WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at
the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by
writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of
the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov .
33
      This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and
therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration
statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and
schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

      We also maintain a website at www.vringo.com , through which you can access our SEC filings. The information set forth on, or
accessible from, our website is not part of this prospectus.

                                        INCORPORATION OF INFORMATION BY REFERENCE

       The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration
statement on Form S-3 under the Securities Act of 1933, as amended, with the SEC with respect to the securities we may offer pursuant to this
prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the
registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus.
Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration
statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the
registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed
rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:

                      our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on March 30, 2012;

                      our Quarterly Report on Form 10-Q, filed on May 15, 2012;

                      our Current Reports on Form 8-K filed on February 7, 2012, February 14, 2012, February 15, 2012, March 14, 2012,
                       April 25, 2012, June 19, 2012 and July 20, 2012 (2 Current Reports);

                      the description of our common stock and public warrants contained in our Registration Statement on Form 8-A, filed on
                       June 16, 2010 (File No. 001-34785), which incorporates by reference the description of the shares of our common stock
                       and public warrants contained in our Registration Statement on Form S-1 (File No. 333-164575) filed on January 29,
                       2010 and declared effective by the SEC on June 21, 2010, and any amendment or reports filed with the SEC for
                       purposes of updating such description; and

                      all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
                       Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this
                       prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of
                       filing such reports and other documents.

      Unless otherwise noted, the SEC file number for each of the documents listed above is 001-34785.

      In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.

      Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any
other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be
provided to you at no cost, by contacting: Investor Relations, Vringo, Inc., 44 W. 28th Street, New York, New York 10001 or call (646)
525-4319.

      You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We
have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this
prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
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